Marvel: Tomorrow MAX
by Rider Paladin
Summary: Vol. 3: The spider painted black stalks the night, as the soldier haunts the shadows cast by the evil of men, the devil stands helpless to protect the spider from the enemies seeking her life, and evils old and new rear their heads once more. COMPLETE
1. Winter Blind

"Marvel: Tomorrow MAX"

Chapter 1: "Winter Blind"

Disclaimer: This incarnation of the Marvel Universe is my idea, but the original fictional universe from which it was sourced belongs to Marvel Comics. I derive no monetary profit from this story whatsoever, only grim satisfaction that someone has read this.

Author's note: I left the last volume of Marvel: Tomorrow on a pretty grim note, what with Arachne's temperament darkening increasingly due to the Venom symbiote's influence, the Knights beginning to fall apart from within, and Cuayin intending to wage war with the entire world to build her desired utopia. How will all this be resolved? Well, you'll just have to read and find out.

_

* * *

_

She used to be an ordinary girl. Then a spider came along . . . and changed everything. Encoded with the DNA of the original Spider-Man, she was blessed and cursed with great power. This power changed her life, both for good and for ill. She discovered great love, and great horror. She made friends, enemies, and acquaintances she was not sure how to classify.

_But things changed. The effort required to keep her life as an ordinary high school student separate from her life as a rebel against a corrupt establishment proved to be a great strain upon her. Exacerbating this strain was the original Venom symbiote, somehow having escaped its confinement by S.H.I.E.L.D. and bonded with her after consuming its artificially engineered doppelgangers. Increasing her powers, but also amplifying her darker desires, the symbiote exerted increasing influence over her, feeding on her resentments and fears to separate her from her friends._

_Now, she is a spider alone, teetering on the edge of ecstasy and damnation. But she may not be alone for much longer. . . ._

* * *

"You still haven't seen her?" Artemis asked.

"No," Fearless replied, turning her head to acknowledge the Irish-Greek kunoichi. "And she's not responding to any of my calls."

"You could always track her down via bodyslide," Artemis suggested.

"I could . . . but would she listen to me if I did?" Fearless asked. She sighed and pounded the divider bar of the clock tower's balcony. "She hasn't even been home in over a week. Her parents and sister are tearing themselves apart with worry."

"If she doesn't want to be found, she won't be found," Artemis said. "Even I can't change that."

"Arachne's still active," Fearless said. "But she's gotten harsher. Jumped in the middle of a gang fight. Crippled them all. And that was just last night."

"What's happening to her?" Artemis asked. "She was always so sweet and all."

"Beware the nice ones," the silver-cloaked Tsukikishi piped up. "At least the mean ones will let you know they've got it in them right from the goddamn start."

"It's something else," Fearless answered. "I'm certain of it. I got in touch with Night Thrasher a few nights ago, and it turns out the original Venom symbiote paid the New Warriors a visit, apparently following the Venom Troopers that came to retrieve the symbiote Arachne took from the Thunderbolts' Venom. It ate the Venom Troopers' symbiotes, but the New Warriors drove it off. Then . . . that apartment complex . . . it ate an entire floor's residency, and it hasn't been seen since."

"You think it bonded with Arachne?" Artemis asked.

"It's possible," Fearless replied.

"Should we get Parker?" Tsukikishi asked.

"No . . . we do this in-house," Fearless answered. "If she sees Parker and she's really bonded to the Venom symbiote, she's likely to be even less open to reason."

Nightshade teleported in. "So we're doing it? We're going after Spider-Lady?"

"Yeah," Fearless confirmed. "We just need to come up with a plan first."

* * *

Elsewhere in New York City, Winter Soldier was emptying the energy pack of his pistol into a burly young man garbed in black and gray. The bursts staggered the young man, but as his nom de guerre "Armor" suggested, it would take a lot more than what Winter Soldier had at the moment to bring him down. In fact, "Armor" had gotten sick and tired of just standing there and taking Winter Soldier's gunfire . . . and the Soldier had just run out of energy.

Armor went into a dead run at Winter Soldier, who jumped up and flipped over him, drawing two more pistols and firing both at his back while airborne. He landed agilely on the ground and spread his arms to fire at Armor's compatriots "Heat" and "Breath." Heat retaliated with a blast of her namesake at Winter Soldier, only for him to jump out of the way. Breath breathed in deeply and exhaled a vicious gust that knocked Winter Soldier down.

Winter Soldier sprang to his feet and resumed shooting at Breath; it wasn't like a bunch of hot (or cold) air would protect him from energy. Indeed, it didn't; the blast got Breath in the shoulder, while Heat avenged him with a thermal shot at Winter Soldier. Of course, Winter Soldier's reflexes were fast enough that he was able to tag her as well.

"A little help?" he mumbled.

"_I thought you could take care of yourself just fine without me,"_ a mocking feminine voice answered.

"Fine. Please help me," he muttered.

"Who are you talking to, pretty boy?" Armor taunted.

"The woman who's going to kick your sorry ass," Winter Soldier replied with a feral smirk. Then he muttered to himself, "As soon as she can be bothered to show up."

"And that would be me!" a somewhat demonic-sounding female voice declared from above.

Arachne came down swinging with such force that she knocked Armor off his feet, only for her to flip off him and generously spray Heat and Breath with webbing while airborne. She landed on her feet and looked around. "Is that it?"

"Were you here all along?" Winter Soldier asked.

"Yeah, I was watching you clean house," Arachne replied caustically. "Just got in on it 'cause I was bored."

Arachne looked considerably different from how Winter Soldier had first known her. First, her costume had mutated, now resembling human muscle in texture, and the spider symbol had thickened enough to resemble an actual spider that had attached itself to her front. Second, she carried herself like someone who was ready for anything that could be thrown at her and was even daring those things to be thrown. Third, and Winter Soldier was ashamed that he'd noticed, she seemed to have grown slightly in those areas Iron Cage had once referred to as "all the right places."

Just then, Armor rose to his feet. "You little bitch . . ."

And at that moment, Arachne's spider-sense went off, slowing down her perception of her surroundings. She saw a speeding figure accelerating toward her and Winter Soldier and launched herself into the air to evade. Winter Soldier threw himself to the side and opened fire on the speedster, only for said speedster to dodge every shot fired with ridiculous ease. The speedster punched Winter Soldier in the chest, stopping to reveal that it was a girl in an outfit that seemed to be made almost entirely of leather straps.

The speedster, Motion, subsequently found Arachne coming at her with her leg extended for a flying kick but was able to react fast enough to grab her ankle and turn her momentum against her. Arachne flipped while airborne and peppered Motion with web bullets, which Motion dodged. Arachne's spider-sense went off again and she twisted to kick Armor, who was making a move to grab her.

Just then, she was suddenly overcome by her suit's internal cries of pain. Arachne whirled toward the source of the pain, finding Heat bringing down her namesake hard on the spider hybrid. The suit wanted to escape from the heat, its muscle-like carapace beginning to strip itself away from Arachne.

"Does that hurt, Spider-bitch?" Heat asked.

Summoning up all her will, Arachne pointed her hand at Heat and hyper-extended the fingers of her suit as blades, spearing the thermokinetic. Fortunately or unfortunately, Arachne had deliberately aimed the hyperextensions away from Heat's vitals, so Heat would live. Arachne reeled in the hyperextensions, pulling Heat closer for a vicious punch that knocked her to the ground.

"You'll pay for doing that to Heat!" Motion shouted, speeding toward Arachne. Thanks to her spider-sense, Arachne was more than capable of keeping up mentally with Motion. Of course, keeping up physically was another matter, something Arachne struggled with even with her spider-sense. Despite that, Arachne managed to ensnare Motion in thick webbing and then throw her like a hammer into a nearby parked car.

Just then, Arachne felt a strong gust of wind aimed at her. Thanks to her adhesive ability, she managed to stay rooted to the street. She smiled cruelly beneath her mask and went down on her hands and knees, digging her fingers into the ground. Then . . . she looked up at Breath.

"Thanks, man. I was a little warm."

She _ripped an entire section of street off the ground,_ which had the very intentional effect of knocking Breath off his feet. With a mighty yell, she whirled around and used that section of street she had torn off to bash Armor over the head. While Armor was disoriented from the hit, Arachne ricocheted around him, hitting him again and again and again until he finally went down.

"That should be all of them," Arachne remarked.

"You could be bothered to show some restraint," Winter Soldier remarked.

"And _you_ could be bothered to shoot that thermo witch when she was trying to fry me!" Arachne retorted.

Winter Soldier shrugged. "So I could be. You think that's the end of Genetech's freak show?"

"Those guys? No." Arachne smirked behind her mask. "But we did send them a message tonight. They're going to have to try harder than this."

"Where are you staying?"

"You don't need to know that." Arachne fired a web-line from the back of her hand and gripped it as it found a secure anchor high above. "See you later." She swung away from a bewildered Winter Soldier, who got on his razorbike and rode away from the scene.

Arachne swung on her web-lines until she reached a hotel complex. She crawled on the façade, looking for a room that was utterly unoccupied. Once she found a room that fit her requirements, she placed both hands on the window and pulled, her adhesiveness causing the windowpane to come off. She slipped inside the hotel room and replaced the windowpane, then morphed the suit into the features and clothing of a woman ten years older than her genuine age. She climbed into the bed and lay there, watching late-night anime until she finally fell asleep.

* * *

The next morning, Karin Kusanagi rode to school, spotting a Caucasian man with a shaved head passing out pamphlets at the last mile before Midtown High. Karin took a closer look at those pamphlets and read two words she found absolutely dreadful: _White Power._

"Damn neo-Nazis," Karin mumbled and rode along the curb until she reached the man, who had just passed another pamphlet to a passing young man. "Hey, asshole. What's that you're passing out?"

"Tickets to join the struggle," the man replied.

"What struggle?" Karin asked.

"Open your eyes, girl," the man answered. "The struggle to purify this country, to take it back from the swarming locusts."

"Oh, I get it," Karin sneered. "You're talking about genocide."

"Genocide?" the man repeated. "They don't even qualify as a race."

Karin got off her motorcycle and grabbed the man's remaining pamphlets, shredding them viciously. "You bitch!" the man yelled. "That's my First Amendment rights you're peeing on, you c#!"

"First Amendment?" Karin scoffed. "Nobody cares about that crap anymore. They haven't cared in fifty years."

The man swung at her, but Karin easily dodged his punch and grabbed his outstretched arm to toss him over her shoulder. "In case you don't know, there's a school one mile away from here. There are kids who don't need to have their minds polluted with that garbage you're spewing. Get the f# out of here."

The man growled angrily but obeyed her instruction. Karin got on her motorcycle and rode the last mile to school, where she parked her bike, placed her helmet in its holder, and walked into the school building.

* * *

Some periods later, Karin was just about to leave class when she could hear the sounds of a fight in the distance . . . getting not so distant. Her classmates poured out, smelling blood (figuratively), so it was easy for Karin to disappear within that swarm. When she got close enough, she saw several white students beating on a singular black student . . . and she recognized the student being beaten.

"Jack!" Karin shouted, breaking loose of the mob that was simply content to either watch or cheer on the fight. She dived into the brawl and pulled one of the assaulters off Jack. That young man slammed his elbow into her face, but Karin took the hit, holding on to his arm and using it as leverage to throw him. Another of the assaulters went to attack her, but Karin tripped him with an agile sweep of her leg.

She picked up the third assaulter and turned him around for a punch only to be shocked when she saw who it was. "Ethan?"

"Karin?! You're sticking up for this n#&?"

Karin smacked him to the ground. "That's not a word I thought would ever pass through your lips. That's not a word I _ever_ want to hear from your mouth again. Are we clear?"

"You're not my goddamn mother!" Ethan yelled, rising to his feet just as the teacher came calling.

"What the hell is going on here?!" he shouted.

Karin looked at the teacher and gestured at the three boys that had been beating Jack up. "Ask them. I'm going to lunch."

"No, young lady, you're going to stay right here and explain yourself," the teacher answered.

"Fine," Karin muttered.

* * *

After about thirty minutes of telling and retelling what she had seen – and having to hear the perspectives of the boys who had perpetrated the assault – Karin was finally allowed to go to lunch, but only if she went to see the nurse first. Thus, Karin went to the nurse's office, where the strawberry blonde woman gaped in horror at the bruises on her face.

"Relax, Nurse Ratchet," Karin remarked with a languorous smirk. "He only got one good hit. And that was all I allowed him."

"It's Nurse Applegate to you," the nurse answered sharply but with no real malice in her voice. "Save the nicknames for your girlfriend."

Karin's smirk fell.

"I'm sorry . . ." Nurse Applegate said. "It's a shame she's gone missing, you know. She was always so sweet."

"I know," Karin murmured. "Anyway, just patch up my nose and I'll get out of your hair."

"Sure, sure," Nurse Applegate replied. "Now just stay still."

After getting patched up by Nurse Applegate, Karin went to lunch, where she ate alone. Jenna blamed Audrey's disappearance on Karin and as such was in no mood to eat with the girl. Troy had tried to offer a shoulder to cry on; figuratively, as Karin was not usually given to such outbursts of emotion. Of course, Karin had rejected his offers of succor and chosen to withdraw into solitude.

Just as the lunch period was about to finish, Karin heard heavy footsteps approaching her. She forced herself to look relaxed, despite the fact that she knew that whoever was approaching her did not have the best intentions at heart for her. As soon as the footsteps reached her, she felt someone's breath in her ear and a voice whispering, "Come to the atrium after school lets out, bitch. We're settling this before you get to go home."

Just as the last word got out, the breath on her ear disappeared and the footsteps rapidly receded. Karin hissed angrily. She wasn't intimidated; if anything, she was pissed off. If she got into enough fights at school, people would start asking where she learned how to fight . . . and that would lead to her cover getting blown.

* * *

After school let out, Karin headed straight for the atrium. "I'm here, bastards. Show yourselves."

The boys who had been pummeling Jack earlier, minus Ethan, stepped out of their hiding places. "Glad you could make it," one of them said.

"Yeah, you bitch," the other one added.

"What do you want?" Karin asked. "Not enough that I kicked your ass before? You want some more? You're gluttons for punishment?"

"Yeah," the first boy, a crew-cut blond, sneered. "Yours."

"Uh-huh," the other boy, this one with a clean-shaven head, added. "We're gonna tear that ass up."

"Really?" Karin mocked. "Come on, little boys. I'm waiting."

The crew-cut boy lunged at Karin, only for Karin to sidestep his charge and trip him. The skinhead boy rushed Karin, but Karin appeared in front of him faster than he could see and punched him in the stomach, knocking the breath out of him. She sidestepped out of his way, allowing him to fall flat on his face.

"Is that all you have?" Karin asked.

The two boys got up and wiped their faces off. "We're not gonna be beaten by a goddamn d#&!"

"Suit yourselves," Karin answered lazily.

The two boys came at her from opposite sides, believing she couldn't dodge them both simultaneously. Karin proved them wrong by jumping up and throwing both legs out in fierce kicks that struck both boys in their foreheads. She landed on her hands in a backward flip and landed on her feet with a cold stare. She grabbed the skinhead boy by the collar of his shirt and pulled down said collar, seeing a tattoo of a swastika within an armor-like sphere on the nape of his neck.

_Damn it,_ Karin thought. _It's worse than I thought. And Ethan's involved with those bastards?_

* * *

That night, Karin was suited up as Fearless and looking for Audrey. She leaped from rooftop to rooftop, listening for her former lover's distinctive heartbeat. When she was finally able to distinguish Audrey's heartbeat from the other sounds filling the city, she sped toward that heartbeat, moving closer and closer until she reached . . . a nightclub.

Fearless ducked into a nearby alley, where she removed her facemask and turned on the face-scrambler, concealing her identity from any nosy security cameras or surveillance drones. With her identity safe, Karin slipped into the club, not planning on waiting in line, not when she needed so badly to see Audrey. Once inside, Karin thought she'd suffer sensory overload; the throbbing beat of the music, the heartbeats of the patrons, the scent of lust in the air, and people brushing against her every which way she went.

Fighting the urge to just collapse from the influx of sensations, Karin moved through the crowd, searching out Audrey's heartbeat. When she got close enough, she could see the face behind Audrey's heartbeat . . . and it wasn't quite Audrey's face. For one, the face was a lot finer-featured than the kittenish features she was accustomed to seeing on Audrey. For another, she was wearing a skimpy black leather dress that Audrey wouldn't have had the nerve to wear _ever._ For a third, the girl's hair was honey blonde and her eyes were an almost-violet blue.

But it _was_ Audrey. The heartbeat, the scent, the way she moved and breathed . . . there was no way around it, it was her. The only problem with that was that she was grinding herself against the front of a spiky-haired man who had to be at least ten years older than her and he was grinding his crotch into her leather-clad backside. The sight filled Karin with so much jealous rage that she stormed in their direction, heedless of the dancers in her way.

"Who's she?" Audrey asked the man mock innocently. "Jealous girlfriend? Sister? Cousin?"

"I don't know who she is," the man whispered. "Let's just keep dancing, baby."

"Let's _not,_ 'baby,'" Karin snarled, punching the man – who happened to be at least a head taller than Audrey – in the chin. The man stumbled off Audrey, reeling from the punch. Karin turned to Audrey. "You're coming with me. Now."

"You can't tell me what to do," Audrey sneered.

"If the next words about to come out of your mouth are 'you're not my mother,' I'm going to be really pissed off!" Karin yelled. "Your mother, by the way, has been worried sick about you! She keeps calling to ask me if I've heard from you yet! What the hell am I supposed to tell her, you're busy cavorting with strange men?!"

Audrey fumed.

"It's important," Karin said, her voice calmer. "It's about Ethan."

"Ethan?" Audrey echoed. She looked at the man she had just been dancing with. "Sorry, baby. I gotta go now. Been fun."

Once outside the club and a safe distance away, Karin looked inquisitively at Audrey. "What's with the new look? Hologram?"

"Something better," Audrey replied with a smirk. "Now what's this about Ethan?"

"Ethan Evans . . . has apparently joined a neo-Nazi gang," Karin explained. "He was beating Jack up with a couple of boys in school today. I managed to stop them, but the boys he was with came after me after school. Kicked their asses, though, but that's not the important thing."

"What do you want me to do about it?"

"I want you to talk to him. He was closer to you than to me, and he really seemed to like you. If you could reason with him . . ."

"Why?"

"I hope you're not trying to say that you don't give a damn what happens to him."

Audrey scowled at Karin. "And what if that's what I'm saying?"

"I don't believe you." Karin stared evenly at Audrey. "I don't believe you don't care."

"Really?" Audrey's tone was one of deadly amusement.

Karin's eyes narrowed. "This is serious, Audrey."

"And I'm serious, too. I'm done with that life."

"You mean to tell me that you're going to wash your hands clean of everyone you care about? Even me? Even Ethan?"

"Like I said, I'm done with that life. And I'm done with you." Audrey turned to walk away, only for Karin to grab her wrist and try to pull her back. Audrey's response was to roughly pull her wrist free of Karin's grip. "Don't touch me."

"You used to love it when I touched you," Karin whispered.

"That's in the past," Audrey replied.

As Audrey walked away, Karin called out to her. "You might not care about being Audrey anymore . . . you might not care about me anymore . . . but don't you dare tell me you don't care about saving the innocent anymore! Don't you dare!"

* * *

Garnering no response from Audrey, Karin put her mask back on and fired an energy grapple from her baton. The grapple secured itself to a streetlight and she swung up on it. Some distance from her, Audrey's dress and "face" melted into a mass of crawling black tendrils that re-formed around her body into the twisted living fabric of her costume. Costumed again, Audrey fired a web-line from the back of her hand and swung in the opposite direction in which Karin had gone.

As she swung, she thought of Ethan, of the sweet boy who had volunteered to show her around when she'd first come to Midtown High. He had been rather shy around her, although Audrey hadn't thought she was much to look at, a shy little bookworm who hid her body behind shapeless sweats and baggy jeans. Jenna had intimated to her more than once that she thought Ethan had a crush on her, but Audrey had waved it off. Who'd be attracted to her when there were so many conventionally pretty cheerleader types around?

Then Ethan's father had died last summer, an undercover cop busting up a drug buy that he had arranged to set up a local drug dealer. Audrey had tried to console Ethan, but the slightly older boy had withdrawn into himself, to the point that he rejected her company and she'd had to reluctantly declare him a lost cause. Every now and again, she'd thought of him, and hoped that he would come around someday.

If what Karin had told her was right, Ethan had seriously wandered off the beaten path. He was in more trouble than she thought . . . and her own issues didn't matter anymore. Karin was right; she was going to do everything in her power to get Ethan out of there . . . because he was better than that.

Meanwhile, Karin had returned to the Knights' clock tower and was now accessing its computer database to search for the symbol she had seen tattooed on the skinhead's neck. The search spat out a positive match and Karin accessed it.

"Panzerblatt . . ."

* * *

End Notes: That's the first chapter of Marvel: Tomorrow MAX. Now you know what's happened to everyone since the end of Tomorrow Knights. Well, not quite everyone; there's still the thing with Cuayin and her forces, which will be revisited soon enough in this story. In the meantime, content yourself with Winter Soldier and Arachne fighting some neo-Nazi scumbags and their leader, who was largely created by my good comrade The Wolf Demon. As to who that guy is, I'll just say for now that he's the futuristic version of a Nazi-affiliated Marvel Comics villain and leave you with sincere thanks for reading.


	2. Armored Blade

"Marvel: Tomorrow MAX"

Chapter 2: "Armored Blade"

Disclaimer: This fictional universe and most of its inhabitants may be my creation, but neither would have existed without the events of "Civil War" and their aftermath within the Marvel Comics Universe. In other words, the source of my ideas may be Marvel Comics, but the ideas themselves are largely mine. However, I make no monetary profit whatsoever from this story, only grim satisfaction that someone, somewhere, is reading this.

Author's note: In case you're wondering, "Armored Blade" is the English translation of "Panzerblatt," the organization Karin discovered at the end of the previous chapter. As you might have been able to guess, it's a "White Power" kind of organization with roots in Nazism. The leader of this organization is none other than a futuristic version of Hate-Monger, whose existence is owed largely to my comrade The Wolf Demon. Drop him a FF PM sometime to thank him for giving me this idea. Now, let's get on with the fic.

* * *

Fearless perched on the ornate cross rising from the rooftop of a Baptist church, having waited for three quarters of an hour. The person she was waiting for dropped from a web-line and landed on the rooftop. Fearless turned to look at that person, a faint smile behind her mask.

"You came . . ."

"Yeah, I did," Arachne replied curtly. "What do you want?"

"Panzerblatt."

"It's been a while since my German elective. What's that?"

Fearless looked at Arachne. "It's a white supremacist organization. That's what Ethan's mixed up in."

"Why would Ethan join those guys?" Arachne asked.

"I don't know. But I want him out."

"And you want me to do that for you?" Arachne's tone was one of quiet derision.

"I wouldn't be able to reason with him, but you could. From what I heard, he seemed to have a soft spot for you."

"Can you tell me more about this Panzerblatt?"

"Their whole shtick is that the race war isn't coming; it's already here and it's being fought in the boardrooms and in the White House," Fearless explained. "According to them, the 'Aryan Race' is on the losing end of the race war, with the 'mud people' 'infesting' the halls of power and gradually reducing whites to a 'slave class.'" She paused. "Yeah, I know; it's ridiculous to me, too. Problem is, you've got a lot of suckers who believe that crap, who are just pissed off for no good reason and looking for someone to take it out on."

"Ethan's not like that," Arachne protested softly.

"I know that and you know that. But whatever caused him to join Panzerblatt . . . it doesn't matter. What matters is getting him out before he goes too far and we have to take him down."

"Panzerblatt believes that a covert race war is already happening. What are they doing about it?"

"All kinds of nasty crap. On the one hand, they act like vigilantes, going after black, Latino, and East Asian gangs. On the other hand, they go into minority-owned shops, trash those places, and beat up the storeowners. Then there's what they do to the women in the gangs I mentioned. . . ."

"You can stop there," Arachne hissed. "I'll do it. I'll get him out of Panzerblatt."

"Thank you," Fearless said.

"I'm not doing this for _you,_" Arachne sneered. "I'm doing it for Ethan." She dived off the roof and swung away on a web-line.

"Thank you . . ." Fearless whispered into the empty air.

* * *

Arachne dropped by Winter Soldier's apartment and would have crept inside the open window, except the sudden dilation of her perceptions warned her not to. "Winter, let me in."

"Oh, it's you," Winter Soldier greeted idly. With a clap of his hands, Arachne's perceptions returned to normal and she crept inside the window. "What do you want?"

"Panzerblatt," Arachne replied. "Heard of them?"

"Yes," Winter Soldier answered grimly.

"They're recruiting at my school," Arachne said. "Some of my old classmates have joined them."

"Let me guess, you want my help."

"It would be appreciated."

"Fine. Besides, I have a score to settle with their boss."

"You know who their boss is?"

"Michael William Giles," Winter Soldier confirmed. "Ku Klux Klan by family legacy, but imagined himself an entrepreneur, an innovator of racism and white supremacy. Hell, he joined a PMC just so he could be sent by our lovely government to kill people that didn't look like him and take away the skills he'd need to fight his little race war."

"Sounds like you don't like him very much."

The attempt at humor went utterly over Winter Soldier's head. "What's there to like?"

"Good point."

"How is the son of a bitch recruiting?"

"We should probably patrol everything within a two-mile radius of Midtown High," Arachne suggested. "With any luck, we ought to catch a recruiter in the act."

"And what will we do when we find him?"

"We go to civilian guise and pretend we want in. We're a couple of WASPs, last I checked, so we ought to fit right in."

"Sounds like a plan," Winter Soldier remarked.

* * *

The next day, Arachne haunted the campus grounds of her school, shielded from onlookers by the stealth capabilities of her living suit. She watched teenagers pass by on the sidewalk below her, and spotted a man with a shaved head passing out leaflets. She climbed down and crept closer to get a better look at the man, or at least his leaflets, although she was pretty sure that this was the same man Karin had spoken to her about.

She began stalking toward the man, altering her camouflage so that instead of looking invisible, she looked like someone else. When the man spotted her, he saw a blonde with dyed purple streaks in her hair and garbed in a black shirt and pants with strategic tears in the shoulders, elbows, and knees. When the girl reached out to snatch up one of his leaflets, he saw black-painted nails tipping her fingers.

"What's this?" the girl asked in what had to be a rough Southern accent. She flipped through the leaflet. "Hey, looks fun. I think I downloaded one of those bands once."

"What are you doing?" the man asked, feeling affronted by the girl's boldness.

"Showing interest," the girl replied in that same rough Southern accent. "Got a friend who wants to check you guys out, too. Says he's down for the struggle."

"You serious?" the man asked, somewhat startled.

"F# yes, I'm serious," the girl drawled. "Mind if I hold on to this? Thanks. You're sweet." She sauntered away, leaving the shaved-bald man mumbling to himself about "the forwardness of girls today."

The girl walked over to a tall, broad-shouldered brunet young man in a nondescript leather jacket and motorcycle gloves and slapped the leaflet onto his chest. "Here you go, Winter-baby," she twanged. "You wanted us in, so we're in. We just gotta check 'em out tonight."

"Arachne . . ." the young man whispered. "I'm worried about you. The way you've been acting lately disturbs me."

"You're the one who wanted us to take a harder stand on guys like that, and I want the same thing. What the f# is your damage?"

"This just isn't like you."

The girl walked past him, camouflaging herself in her living suit. "You don't even know me."

* * *

Nightfall came, and Arachne was on her way to the park where the leaflet had said the meeting was going to take place. The actual meeting would be in a nearby indoor complex, formerly a greenhouse, rented precisely for this event, but there would be some outdoor "festivities." Below her, she noticed Winter Soldier on his razorbike, speeding ahead of her. Arachne picked up her pace; she hadn't just gotten _stronger_ since her wardrobe change, after all.

_Gotta time this just right,_ she thought, and swung into an arc that ended in an acrobatic flip onto the back of Winter Soldier's cycle. "Hey, baby. Going my way?"

"Arachne, what the hell is wrong with you?" Winter Soldier asked.

Arachne simply wrapped her arms around Winter Soldier's midsection and a deadly smirk crossed her face beneath the mask. "Just ride."

When they arrived at the far end of the park, the Winter Soldier parked his bike and pocketed his domino mask. He set aside his helmet and Arachne flipped off the back of the bike, letting her suit change into a black tank top with a ripped midriff and black jeans with ripped knees. The suit's unique camouflage made her look like a blonde with purple streaks dyed into her hair, ensuring that she would not be recognized so easily by those who knew her as Audrey Hopkins.

"Let's go," Winter grumbled, beginning the trek across the park to the former greenhouse. Arachne followed him, subtly swaying with the throbbing "warcore" music blaring from the complex. Winter didn't know whether she was actually drunk, whether she was just pretending, or whether she actually _liked_ that godforsaken music, and it was precisely that not knowing that scared him. The girl beside him had definitely changed, and it was frightening to him.

When they actually reached the complex, Winter noticed that a miniature mosh pit had formed inside. As for Arachne, she was starting to wobble, as though she were losing her mental cohesion. "Too loud," she moaned in her Southern twang.

"The music?" Winter deduced. "Thought you liked it."

"F# off," Arachne grumbled.

The doorman, a burly crew-cut man, looked at the two young people. "Hey, you supposed to be here?"

"Of course we're supposed to be here, dumbass," Arachne spat, taking the leaflet from Winter's jacket pocket and flashing it to the doorman. "See?"

"Uh-huh, that's it," the doorman replied. "But you might wanna lose that attitude, girlie, or you won't make it long in there."

"I'll manage," Arachne retorted, slipping past the doorman and dragging Winter behind her. As soon as they were inside, Arachne let go of Winter's wrist and clutched her ears in pain. "How goddamn loud is this?!"

"If you can hear yourself think, you're not doing it right!" a spiky-haired brunette shouted to her.

"And who might you be?!" Arachne asked angrily.

"Leonie!" the girl shouted. "You?!"

"Elisabeth!" Arachne answered. "My boy here is Jason!"

"Nice meeting you!" Leonie yelled over the music. "Wanna get into the pit?!"

"I'm not –" Winter started to say, but Arachne cut him off.

"Oh, don't be a scaredy-puss! The pit it is!" She grabbed him by the wrist and pulled him toward the mosh pit. Once close enough, she tugged hard and sent him tumbling inside, following immediately. Winter struggled against the bodies throwing themselves against him, while Arachne brutally shoved against the others in the pit. Just then, a tall, muscular young man in sleeveless army fatigues and with an armored swastika tattooed on his right bicep shoved into Arachne, who fell back into the mass of bodies around her and ricocheted off them to shove "soldier boy."

Inspired by the violence between Arachne and "soldier boy," the moshing audience began to surround and buffer them while simultaneously moshing against each other. "You're pretty strong for a chick," the "soldier boy" half-leered, half-complimented.

"Thanks," Arachne spat. "You're not so bad yourself, for a totally femme bastard."

"You're gonna see how femme I am when you're on your knees, bitch!" the "soldier boy" yelled, outraged.

"Do you even have anything there for me to be on my knees?" Arachne taunted.

"Soldier boy" pushed through the moshing crowd to get at Arachne, who similarly parted the sea of bodies to get to him. When they met, they began brutally moshing against each other. To "soldier boy's" surprise, Arachne was far stronger, tougher, and _rougher_ than he was. In fact, it was his body that began to bruise from their impacts, while her skin didn't seem to bruise at all.

Just then, the disc jockey shouted from his perch by the CDs and vinyl records, "You ready for the _kampf_, f#&?!"

The audience roared, "_Kampf! Kampf! Kampf! KAMPF!_"

"Then come on . . . and rock for the _kampf!_" the DJ shouted, starting a new song, even louder and heavier than the last one.

_I got my problems,_

_But you mud f#& ain't one!_

_When the war comes,_

_You're gonna be done,_

_You and those race traitors!_

_White girls sucking monkey c#&_

_You n#& get ready to be blocked!_

_You bitches get ready to taste my Glock!_

_All you mother#& gonna learn_

_That all you can do is burn!_

The song went on in that vein for the next three or four minutes, but those few minutes felt like an eternity for Arachne. Her living suit's pained screams were like nails on the chalkboard of her mind, while Arachne struggled to remain standing in spite of it. It didn't help that "soldier boy" kept pushing against her, and despite the pain the suit was going through, she _really_ wanted to wipe the floor with him. When he came at her again, she pushed him into the sea of moshing bodies, which seemed to be even more violent than before thanks to the new song.

Arachne moved through the moshing bodies, trying to get away from them. She had to find Ethan, but she could barely see a thing thanks to the flashing strobe lights confusing her eyes. Then again, she didn't need her eyes; she had a spider-sense for that sort of thing. She pushed through the moshing teens and out of their midst, struggling to remain upright despite the agony of the music. Much to her relief, the music stopped, but the audience's cheers of "kampf" were slower to cease.

"Hey, Aryan warriors, you wanna test your killing skills?!" the DJ shouted. "There are some good shooters over in the next room! Check 'em out and get some killing done in the name of Panzerblatt!"

* * *

Having already pushed herself out of the moshing crowd, Arachne was closer to the game room than most of the others. She opened the door and stepped inside, noticing a boy playing a computer game that resembled the Grand Theft Auto franchise of the early 21st century. She sidled up to him and asked, "What're you playing?"

The boy turned to her, revealing Ethan's face. "Salvation: New York City," he answered.

"What's that?" Arachne asked.

"I'm an ex-cop and I'm cleansing the city of the mud people," Ethan replied. "They're all thugs and parasites and criminals, anyway, so it's perfectly all right."

Arachne bit back a horrified response. _How could he have changed this much?_ Out loud, "Looks like you're having fun."

Ethan pressed a series of buttons on the tactile keyboard and his player avatar shot an entire African-American gang to death with dual pistols. _"Mission complete,"_ the computer spoke. The screen shifted to a cutscene featuring Ethan's player avatar discussing the gang's deaths with a clean-shaven man with crew-cut blond hair. Judging by their dialogue, the crew-cut man was pleased with Ethan's player avatar for "eradicating yet more filthy animals" from the city. The screen shifted again, this time showing a variety of high-tech guns and ammunition while the voice of the crew-cut man explained what the guns and ammunition could do.

"Yeah, I am having fun," Ethan admitted.

"What got you into this in the first place?" Arachne asked.

"I got sick and tired of the n#& running amok, making good people afraid to step out of their houses at night," Ethan spat. "I got sick of the damn sellouts in Washington and Albany talking about how we gotta respect their 'rights.' What rights? Don't we have rights, too? Like the right to be safe in our persons and our property, like the right not to be afraid that we're gonna get robbed, or raped, or even killed by those do-rag-wearing f#&?"

"Yeah, I can see your point," Arachne answered, swallowing the bile that rose in her throat as she spoke.

Ethan looked at her searchingly. "Hey, do I know you?"

"What's that supposed to mean?" Arachne tilted her head at Ethan.

"Nothing." Ethan chuckled. "I think I'm just being silly, but your voice sounded really familiar for a minute. Like a girl I knew."

"You wanna talk about her?" Arachne prompted.

"Nah. She's in the past. That's all." He turned back to the game, embarking on the next mission, which was to kill a pimp who was forcibly prostituting white teenagers to black gangsters.

"If you say so."

Arachne was about to leave when she spotted Leonie and Winter entering the room along with several other youths. "Hey, there are plenty of other computers. You can play something if you want," Leonie suggested.

"What's there to play?" Arachne asked.

"Just get on one and check the Games list," Leonie answered.

"Sure," Arachne acceded, sitting down in front of one of the computers and checking the Games list. She scrolled down, finding titles such as "_Übermensch," "The Reich Strikes Back," "Endgame: Zionist Empire," _and _"Revenge of the Aryan."_ She resisted the urge to throw up, imagining just what the content of the video games would be. Worse, if she didn't want to blow her cover, she would actually have to play one of those games. "What's _'Übermensch'?_"

"It's a superhero game," a black-haired boy replied from two computers down. "Basically, you're Nietzsche's 'man above men,' a literal superman boosted to the maximum of human potential and ability, and it's your job to lead a global revolution against the mud people infesting the planet. It's like what Captain America would be if he weren't such a tool for the Zionists."

Arachne looked at Winter Soldier, and while his expression was utterly neutral, his eyes were flaring with righteous anger. Arachne looked back at him and made a silent promise to him. _When we start wrecking this operation, you'll get first crack at that son of a bitch._ She turned away from him and clicked on _"Übermensch,"_ letting the game upload and then signing on to play. She waited through the cutscene depicting how her character gained his powers and how the "Zionist scum" – as the narrator called the enemies – had made it their mission to destroy him.

Then the game started for real, and Arachne plunged herself into the dark, dank, and dirty world of white supremacist interpretations of superheroes. She played through the initial stages of the game, swallowing the vomit that rose up in her throat as she guided her character through vicious attacks on "race traitors" and "mud people," both of which appeared in super-villainous incarnations. According to the karma meter, the more vicious and violent she was, the higher she would score and the closer she would get to being a true "man over men." As if that wasn't bad enough, she had gained a rooting audience from her efforts, including Ethan and Leonie.

"Damn good job, Liss," Leonie commented.

"Yeah," Ethan agreed. "Keep it up."

"Gee, thanks for the support," Arachne drawled, forcing the sarcasm in her voice.

"Hey, look out, that n#& is about to shoot you!" Ethan warned.

Arachne turned her attention back to the screen and snapped out the wrist-gun, shooting the attacking gangbanger in the head. The graphics of the impact of the shot were nothing short of gruesome, with brain matter, skull fragments, and blood flying everywhere. Arachne swallowed deeply, trying very hard not to lose her lunch in front of everyone watching.

"Hey, if you're this good in a game, I wonder how you'll do when we get rocking for real," the black-haired boy remarked.

"What's that supposed to mean?" Arachne asked.

"You'll see," the black-haired boy replied somewhat cryptically.

Just then, Leonie peeked out the door and turned back to the others. "Hey, he's here!"

"Who's here?" Winter Soldier asked.

"The Hate-Monger!" Leonie replied.

"Hate-Monger?" Arachne echoed, confused. "Isn't that the name of some lame-o super-villain from pre-reg?"

"Watch your mouth," Leonie admonished sharply. "This guy's badass."

* * *

"Then let me see the guy myself," Arachne answered, saving her game and standing up from the computer console. She joined the crowd filing out of the game room and into the main room. Once outside, she tried to look over the shoulders of those in front of her to see this "Hate-Monger." Unfortunately, being only five-and-a-half feet tall and surrounded by young men much taller and broader than herself made that somewhat difficult. She looked for Winter Soldier, finding him near Leonie. "Hey, a little help here?"

Winter Soldier looked at Arachne once and then bent forward, letting Arachne climb onto his back. Arachne looked over his head and got a look at the Hate-Monger, a tall man with a clean-shaven head. He had a small patch of hair on his chin, a vestigial beard, while his ears and eyebrows had silver rings embedded in them. He wore an olive drab jacket over a black T-shirt emblazoned with a bleeding Star of David impaled by a sword-styled cross, and he had serrated black blades – no more than tattoos – rising from his neck. His eyes blazed with cold fire.

_Is that him?_ Arachne asked Winter Soldier silently, having established a mental link by way of wiring her symbiote into his neuropaths.

_Yes,_ Winter answered grimly. _It's him . . ._

"Welcome, brothers and sisters in our _kampf,_" the Hate-Monger, otherwise known as Michael William Giles, greeted, his voice amplified by the microphone hooked to his ear. "I see we have some new people here. Why don't we all take the opportunity to say hi and get to know each other a bit? Remember, these are your brothers and sisters in revolution, your kindred by the Aryan spirit and blood that runs in all of your veins."

The crowd began to mingle amongst itself, longtime soldiers greeting new recruits. The "soldier boy" that Arachne had been so brutally moshing with earlier walked up to her and made an expression that was probably supposed to be an amiable grin. The unholy gleam in his eyes ruined that, though, but Arachne slipped off Winter Soldier's back and greeted the boy.

"What's your name?" he asked.

"Elisabeth," Arachne replied. "Call me Liss."

"I'm Van," the "soldier boy" answered. "You know, you're good at the whole moshing thing."

"I'm an aggressive bitch," Arachne retorted. "That's how I got so good."

"I like that in a girl," Van commented. "Aggression. It goes a long way, in a lot of ways." At that moment, warcore music began pounding out through the speakers again. It wasn't as loud as when they were moshing, but it was still quite loud, and the lyrics were as violent as ever. "Hey, this is some pretty hardcore s#. I could almost dance to this. You wanna try?"

Arachne gave that some thought. She was instinctively repulsed by this boy's beliefs and attitude, but she had to maintain her cover. Rejecting his invitation could be more trouble than it was worth. While her strength and agility would allow her to get the upper hand if he got too pushy, she would draw the suspicion of the others. Thus it was with a heavy heart, although carefully disguised, that she looked up at Van and prepared to speak.

_None of you n#& get out alive!_

_We ain't letting you out alive!_

_Gonna be buried in this pit,_

_All you little race traitors and mud s#&!_

_Blow your n#& brains out!_

_That you won't live to doubt!_

_Wannabe n#&, your time has come!_

_All y'all bitch asses gonna be done!_

At that moment, Ethan drifted up to them from Giles, having spent some time being personally introduced to the man. His bearing seemed rather nervous, but focused in spite of that nervousness. He looked at Arachne and asked, "Wanna dance?"

"Beat it, squirt," Van spat. "She's with me."

"I never said I was with you," Arachne retorted to Van. "Come on, let's dance." She took him by the arm and guided him away from Van and Winter, the latter of whom drifted over to Leonie. "Hey, wait, how do you dance to this stuff?"

"Like this," Ethan replied and put her in a hold resembling a fusion of slow dancing and grappling.

"How's this supposed to work?" Arachne wondered.

"It's called _Kriegtanz,_" Ethan explained. "It's like dancing and fighting together, only you do it with a partner instead of by yourself, and it's better than that slave s#&."

"Looks like fun," Arachne remarked, and half-grappled, half-wriggled against her partner. Ethan grappled and writhed against Arachne, the dance taking on the appearance of a physical struggle. "You know, I never got your name."

"Ethan," the boy answered. "Yours?"

"Liss," Arachne replied. "Why did you wanna dance with me?"

"I just . . . I feel like I know you from somewhere, but I can't place it."

"Well, I'm probably not the girl you're thinking of. Not these days. . . ."

* * *

End Notes: There you have it, the introduction of the Hate-Monger and his organization. I tried my best to base it on real white supremacist organizations, hence the music and the games and the violence. "Warcore" is my invention, though, and I use it to describe a genre of heavy metal music that focuses immoderately on violence and bloodshed. "_Kriegtanz"_ is German for "Wardance," and is a literal interpretation of the compound of war and dance, as you'll see in the next chapter. The games are made up, too, but they have their basis in real white supremacist games, and the lyrics within the story are entirely made up by me, much to my eternal horror.

All right, you've had enough of my rambling, so I'm gonna leave it here. You'll get to see firsthand how the Hate-Monger's organization operates when they're out on the streets, and you'll also see if Ethan has a shot at being redeemed or if Arachne and Winter Soldier can put a stop to Hate-Monger at all. As said before, credit for this storyline goes to The Wolf Demon, as he devised it and helped me out greatly with it, so PM him to say thanks or whatever. Until next time, thanks for reading.


	3. Krieg Reich Fuhrer

"Marvel: Tomorrow MAX"

Chapter 3: "Krieg Reich Fuhrer"

Disclaimer: The universe depicted here is an extrapolation of trends and concepts in the present of the shared universe of comics published by Marvel Comics; thus it technically belongs to Marvel Comics. I own only the characters, although many are based on archetypical characters published and owned by Marvel Comics. I make no monetary profit whatsoever from this story.

Author's note: If last chapter offended you, you had every right to be offended. Racial hatred, in all its permutations, is a hideous, hideous thing that should never be condoned, but we should not be afraid to broach the topic however we may choose. The truth of the matter is that if you want villains with believable motives, you have to accept the reality that there are villains who act out of hate, plain and simple. Why do you think the Red Skull's been around this long?

Other than that moralizing sermon, we're going to get into the thick of it. What are Arachne and Winter Soldier in for with this Hate-Monger character? Will Arachne be able to tap into her former friendship with Ethan to save him from the influence of Panzerblatt? What is Hate-Monger's endgame? For the answers to those questions, you'll just have to read this and the next chapter.

* * *

Hate-Monger took the stage once again, looking out at the dancing crowd. "You all fired up?!" he shouted, his voice amplified by the microphone wired into the wall speakers.

"F# yeah!" the crowd shouted.

"It's time!" Hate-Monger shouted. "I'm taking my best soldiers, and I'm taking some new soldiers, and we're gonna get some s# done!"

"Hell, yeah!" the crowd roared.

"Those goddamn Salvadoran f# have been peddling their filth in our streets for too long!" Hate-Monger ranted. "They've turned our streets into wretched hives of vice! They've made our women their whores! They've murdered our men! And we're going to show them that we've had more than enough of them! We're going to take back our streets and cleanse them with their blood!"

A roaring cheer came from the audience, with the exceptions of Arachne and Winter Soldier. The latter had schooled his face into an expressionless demeanor, but his eyes betrayed the fury raging inside him. As for the former, she was biting her tongue to keep from screaming in pain thanks to the vibrations of Hate-Monger's amplified voice.

* * *

As luck, or the Devil's hand, would have it, the Hate-Monger had picked Van, Ethan, Winter Soldier, Arachne, and Leonie to come with him. Sitting in the armored "battle van," which Van drove while Hate-Monger rode shotgun, Arachne pondered just what she would have to do. She would have to hold back her strength and speed immensely, otherwise Hate-Monger and the others would suspect that something was up with her. She shot a brief look at Winter Soldier, who returned the look briefly before turning away. She then looked at Ethan, longer than she had looked at Winter Soldier, trying to discern whether there was anything left of the boy she had known inside this angry homunculus.

Ethan was the first to turn away, apparently uncomfortable with her stare. Arachne let out a brief sigh, at which point she was elbowed by Leonie. "You like him?" she asked.

"What do you mean?" Arachne asked.

"I can see why you would; he is kinda cute," Leonie remarked. "He's such a pretty boy, but he's also got a working pair, unlike guys his age today. Bunch of f#& mama's boys."

"I don't like him," Arachne answered.

"You two made pretty good dance partners." Leonie smirked. "Or were you just trying to get away from Van? I can understand if that's the case; he's a lot of man for even the toughest gals to handle. But he's a nice guy underneath it."

"I'm sure he is." Arachne's tone made it pretty clear that she doubted that last sentence. She chanced a look out the window. "This it?"

"Yeah," Hate-Monger replied. "This is where those damn Salvador pricks do their business. Where they defile our streets, our girls, our men, our country . . ."

"Time to kick ass, right?" Van asked.

"We got extra guns in the back for anyone who didn't bring their own," Hate-Monger said. "Leonie, you wanna do the honors?"

"It would be my pleasure," Leonie replied gamely, sliding open the door and stepping out to go to the back. She opened the backdoors of the van, as the other five were clambering out of the van, and started tossing them assault weapons of varying calibers. Ethan was the only one whose inexperience with weapons showed, as he momentarily struggled to catch his gun. Arachne was just as inexperienced, but her spider-like adhesive ability kept the gun from slipping out of her hands.

By then, their presence had attracted a small gaggle of Salvadoran gangsters. "Something we can help you little c#& with?" the apparent leader asked.

Van's answer was to point his assault cannon at the leader, but at that moment the gangsters all pulled out their own weapons. "You're outnumbered," one of the gangsters said.

"That's true," Hate-Monger replied. "But six Aryans beat a gang of mongrels any night."

"Really?" the leader asked. "You are very confident. We appreciate that."

Arachne spared a brief look at Ethan; he was quite frightened, despite his attempt to look tough, and she wanted to tell him that she'd protect him. Of course, he might spurn her for that, for embarrassing him in front of someone to whom he wanted to prove himself. Plus, the stereotype held, boys didn't like being told they had to be protected . . . but neither did girls.

"You know what?" Hate-Monger sneered, raising his gun. "I don't care what you appreciate."

That was when the firefight began. Later, no one would be able to recall with perfect clarity who had been the first to pull the trigger, no one except possibly Winter Soldier with his Phalanx-augmented brain. It wouldn't matter in any real sense; at that particular moment everyone was simply in a flight-or-fight mood, and "fight" was the chosen option. Missiles of energy flew everywhere, Arachne dodging them all with inhuman agility as the others opened fire on the gangsters.

"When in Rome . . ." she murmured, pulling the twin pistols she'd been given and shooting largely to cripple. With her spider-senses in play, she could do so with relative ease, at least with the same kind of ease an expert marksman with no superhuman abilities could. Of course, while she was crippling the gangsters, Leonie, Van, and Giles were shooting to kill. Like her, however, Winter Soldier was shooting to cripple, while Ethan looked doomed to die an inglorious death thanks to his terror-frozen limbs.

Fortunately, Arachne tackled him to the ground underneath a volley of gunfire and raised one of her pistols to unleash her own volley of gunfire upon the gangsters whose fire had come closest to hitting him. "Whoa . . ." Ethan uttered. "Th-thanks."

"No prob," Arachne replied. "We gotta look out for each other, you know. Watch my back, and I'll watch yours."

". . . Sure," Ethan agreed as Arachne rolled off him. They both got up and stood back to back, pointing their guns together at the same set of targets and firing. While another gangster was coming up behind them, Arachne's spider-sense warned her and she threw the pistol in her other hand at him, striking him in the head and knocking him unconscious. The pistol came back to Arachne, having been thrown like a boomerang, and she leaped into the air, moving and shooting like she was in a ballet of bullets.

As Arachne acrobatically assaulted the gangsters, she spotted something that nearly made her throw up. Van was on top of one of the gangsters, whom she could tell was female, and it looked like both their pants were down. The female gangster was struggling, from what Arachne could tell, and Van was angrily pistol-whipping her. "Shut up and take it, you f#& bitch!" he yelled.

Arachne shuddered and dashed toward Van, tackling him off the female gangster. "What the f#& is your problem, mother#&?! You get your jollies off forcing women?!"

Van attempted to punch her, but Arachne caught his fist and squeezed _hard._ "You son of a bitch," she snarled. "Is that what you do?" She barked out a harsh laugh. "Probably because you ain't man enough to get a woman any other way."

"That wasn't a woman," Van retorted. "That was just a mongrel bitch!"

For that, Arachne broke his hand and dragged him by that broken hand back to the van. In the chaos of the gunfight, no one seemed to notice them, which was fortunate because Arachne had just thrown him into the battle van and plastered him to the seat with dark webbing. "What the hell?!" Van yelled. "What is this s#?!"

"Something to keep you nice and still!" Arachne retorted, slamming the door shut and returning to the battle. By that time, there was no one left alive except for the female gangster whose rape Arachne had halted. Even the gangsters Arachne and Winter Soldier had opted merely to cripple were dead, as Leonie, Van, or Hate-Monger had killed them while they were helpless.

"Where's Van?" Hate-Monger asked.

"I caught the asshole with his pants down," Arachne replied acidly. "He's in the van, taking a timeout."

Hate-Monger glared furiously at Arachne. "Do you understand what you've done, girl?"

"What did I do, stop one of our guys from sullying himself with a mongrel bitch?" Arachne's tone was harshly flippant.

"It's called psy-ops, little girl." Hate-Monger's tone was a seething rasp. "We f#& their c#& to teach them a lesson, to show them that they'll always lose to us because we're the superior race."

"That's sick!"

"Get in the car, bitch. Get in the car and don't say one goddamn word on the way back. If you do, I'll cut your throat."

Arachne walked to the van and opened the door, sitting next to Van, while Winter Soldier climbed in next to her and Ethan took the backseat. This time, it was Leonie who drove the van back to the base, while Hate-Monger rode shotgun in fuming silence. No one, least of all Arachne, attempted to speak; Hate-Monger's silence choked the air out of all of them.

* * *

When they returned to Panzerblatt's meeting place, Hate-Monger said only six words. "I want to see Elisabeth alone."

Ethan looked fearfully at Arachne, Winter Soldier cast a brief glance of concern at her, and even Leonie seemed worried, while Van had a gleam of vindictive satisfaction in his eye. Arachne simply looked impassively at all of them before following Hate-Monger to a private room. Once inside, her spider-sense shifted her perception of time, and she could see Hate-Monger whirling to strike her in slow motion. At least, it should have been in slow motion, but he moved as fast as a normal human would, which meant that the movement was really much faster.

Arachne took the hit, letting it knock her into the wall behind her. She grabbed the wall to hold herself up. "I get it. I messed up."

"No, you don't get it," Hate-Monger snarled. "You had sympathy for that mongrel c#&! You're new here, so I can forgive you for that. But you're gonna get that sympathy beaten out of you, starting now!"

Hate-Monger came at her again, but Arachne grabbed his outstretched fist and punched him, holding back considerably so as not to kill him. However, the punch did cause Hate-Monger to stagger backward, albeit with a slightly psychotic chuckle. "What the hell's so funny?" Arachne asked.

"You're strong," Hate-Monger replied, smirking despite his bloodied lip. "Fast, too. I saw you during our tête-à-tête with the Salvadorans. You were beautiful, moving like that, the way none of those mongrels could touch you."

"Thanks for the compliment." Arachne's tone hovered between sarcastic and genuinely appreciative.

"But that's not going to save you." Hate-Monger lunged at Arachne, delivering a right cross to her jaw. Arachne smirked grimly and punched him hard in the stomach, eliciting a pained cough from him. As he doubled over, she delivered an uppercut that knocked him firmly on his back. Hate-Monger simply sprang back onto his feet, while Arachne extended her arm and made a beckoning gesture. Hate-Monger chuckled. "As you wish."

Hate-Monger tackled Arachne with surprising speed and force, causing the two of them to grapple on the floor. Arachne managed to briefly take the upper hand, only for Hate-Monger to grab her upper arms and use them as leverage to try to throw her off him. Arachne pulled him with her and the two tumbled in midair, landing on the ground again and kicking apart from each other so that they skidded to opposite ends of the room.

Both rose to their feet, looking at each other warily. Hate-Monger spoke first. "Just how did you get so good?"

"I went to the John Woo School of Gun Fu," Arachne replied sarcastically.

Hate-Monger snickered briefly before attacking her again. Arachne intercepted his attack, catching his forearm as he swung it for a chop and kneeing him in the stomach. Hate-Monger looped his other arm underneath her knee and pulled upward to make her lose her balance. She compensated by pushing off with her other foot and flipping backward, swinging that leg up to kick him in the chin. She completed her backward flip and landed in an agile crouch on the floor, awaiting his next move.

"Are you some kind of mutant?" Hate-Monger asked.

"If it comforts you to think that," Arachne retorted.

"Doesn't matter. I'm too juiced up for you, anyway."

"Juiced up? No wonder you're so good at this."

"Trade secret, but –" he smirked, an ugly expression largely thanks to the malevolence in his eyes "– if you're good, I'll show it to you sometime."

Arachne repressed a shudder. "Sounds good to me. Now let's get to it."

The two combatants met each other with vicious strikes and throws, only for each strike to be blocked and each throw to be subverted and used as momentum for another strike. Hate-Monger was stronger, faster, and tougher than Arachne had expected him to be, and she didn't know the exact limits of his physical prowess. Of course, her own physical skill had increased greatly since the symbiote had found her. Even now, it was guiding her movements and amplifying the power of her blows, allowing her to match and counter Hate-Monger in every way.

Arachne slammed her palm into his chest, knocking him back into the door. "Just one question," he said. "Do you happen to know Ethan?"

"Not really," Arachne lied. "He just seems like a great guy to know."

"Yes, he is, and he has a lot of potential," Hate-Monger agreed. "Too much potential to be wasted on the likes of you."

"What's that supposed to mean?" Arachne's eyes brightened with anger.

"You're an unquantifiable factor," Hate-Monger replied. "He's been with us for a while. You just arrived. When we went out into battle, you tried to protect one of those mongrels."

"Who knew what kind of filth that bitch could have infected him with?" Arachne asked, feigning disdain but not quite the disgust in her tone.

"Panzerblatt has no room for weakness. You are a strong fighter, but you are still weak. Weak in the mind. Weak of will. Weak of resolve. Until you have overcome that weakness, I do not want you anywhere near Ethan. I have too much riding on him for him to succumb to your weakness."

"And just who the _f#&_ do you think you are, telling me who I can or can't talk to?!" Arachne snarled, lunging at Hate-Monger, who caught her forearm and whirled to slam her face-first into the door while twisting her arm behind her back.

"I'm Hate-Monger. _That's_ who I am." He roughly threw her aside. "We're done for now."

* * *

He opened the door and stepped out, Arachne following. The assembled youths looked at Arachne curiously, not able to fathom how there were no bruises on her exposed flesh when they'd heard her fighting Hate-Monger. Van, who had been cut free from Arachne's webbing, glared at Arachne hatefully while cradling his broken hand. Ethan looked at Arachne with muted concern in his eyes, while Leonie looked at Arachne with an inscrutable expression. Arachne caught the eye of Winter Soldier, whose eyes said only one thing: _"We need to talk."_

Arachne moved over to Winter Soldier, paying little attention to Ethan, Van, or Leonie, and pulled him aside. As she pulled him aside, she surreptitiously slipped a symbiotic node-tendril into the back of his neck, connecting to his mind. _Talk,_ she ordered silently.

_What happened between you two in there?_ Winter Soldier asked.

_We thrashed each other,_ Arachne replied. _He was stronger than I expected him to be, and according to what he said about being "juiced up," I think it's some kind of super-serum. He also let something else slip, something about Ethan._

_What was that?_ Winter asked.

_He said that he had "too much riding on Ethan" to let me near him. He thinks I might be a bad influence, but it looks like he needs Ethan for something._

_Could it have something to do with the serum that gave him his strength?_

_Maybe. You know anything about it?_

_I already knew about the serum. I've been watching this guy for a while, and I was observing the others during our little fight with the Salvadorans. Their aim was too precise, their movements too quick and coordinated for them to be ordinary. I think they got some of the serum, too._

Arachne's eyes widened, as though she were just experiencing an epiphany. _He's testing it. That's why he needs Ethan._

_Yes. I think he's grooming Ethan._

_Then it's even more important that we get Ethan away from him._

_Audrey . . ._ Winter Soldier paused, gathering his thoughts. _Are you sure you want to do this?_

_What's that supposed to mean?_ The iciness in her psychic tone could turn even Mephisto's realm to a snowy wasteland.

_He might not want to be saved. He might not even be able to be saved. Ever think about that?_

_I'm not going to leave him here, in this place, where these bigots can make him even worse,_ Arachne snarled, the ice in her mental tone developing sharp edges. _I'm getting him out of here._

Winter was about to speak again, only to stop himself. _We're not alone._ Out loud, "What do you want, Leonie?"

"You two were entirely too new to have gotten Hate-Monger's serum," Leonie replied. "So how come you two could fight the K3s just as well as we could?" She looked at Arachne. "And how come you were shooting and moving like something out of a John Woo movie?"

"We're just that good, I suppose," Arachne answered. "Now, shove off, Jason and I need to be alone."

"I don't think so, Liss," Leonie retorted. "I think something's not kosher about you guys, and I'm going to figure out what."

Arachne chuckled darkly, retracting the symbiotic node-tendril she had slipped into Winter Soldier's nervous system. "Back off, Leonie. I don't want to hurt you."

"Too bad," Leonie answered. "You two are dangerous. And I normally like dangerous, but not when it's to Panzerblatt."

"What are you going to do about it?" Arachne taunted.

"This," Leonie replied, rushing Arachne for a punch that nearly hit her, even with her spider-sense active. Arachne blocked the punch, albeit barely, and twisted around Leonie to hold her arms to her torso.

"Is this it? The best you can do is _this?_" Arachne mocked, a tendril of symbiotic matter crawling up Leonie's front.

"What _are_ you?!" Leonie asked, seeing the tendril.

"Someone you shouldn't have crossed." The tendril slipped up around Leonie's neck and plunged into the nape, linking her mind to Arachne's . . . and laying her secrets bare. Arachne's eyes widened with shock, realizing the truth, and she pulled the tendril out of Leonie's neck, severing their link. "ATF's PMD division?"

"Yeah," Leonie replied. "And with those moves you were busting out back there, you must be one of the Spider-Women running loose out there."

"It's Arachne, actually."

"So, they sent you here for the same reason we came," Winter Soldier remarked.

"Giles's super-soldier operation," Leonie clarified. "He's culled a number of former military scientists who share his philosophies to create a serum that can enhance the human nervous system. That's how he made me, Van, Ethan, and himself so fast and so accurate with firearms."

Winter looked at her in contemplation. "What is he trying to do, build an army that he can lead in his race war?"

"Exactly," Leonie confirmed. "This is just the culmination of his ambitions, and this isn't the first time we've gone after him. We first became aware of him when he took over leadership of the local KKK branch from his dead father. When a SWAT team went after him, he practically butchered them all, but not before they killed off most of his men. That didn't stop him, though; he just moved upstate and started all over again from scratch, and the ATF tried to slip some men inside so we could keep an eye on him. But he found them out, and he killed them."

"Who were those guys?" Arachne asked.

"It doesn't matter now," Leonie replied. "What matters is that he's built this organization, Panzerblatt, from scratch. The games you were playing? He licensed them. The music playing in our little powwow? Those bands are licensed with him. That's how he gets the money to buy weapons and pay those scientists for their research."

"What's his interest in Ethan?" Arachne asked.

"The boy?" Leonie asked. "Eugenics, plain and simple. Giles believes that Mr. Evans has the genetic potential to be 'a true superman,' since he had the best reaction to the serum; he just needs the proper 'guidance.'"

"Does Ethan know that?"

"No." Leonie paused. "But I have a job to do. Panzerblatt is going to be shut down tonight. Since we seem to have the same goal, we can try to work together on this. Sound good?"

"As long as Ethan survives this," Arachne stated.

"I'm not sure I can guarantee that," Leonie admitted.

"The hell you can't!" Arachne exploded, grabbing Leonie by the throat. "Ethan is not going to die here. Do you understand me, 'Leonie'?"

"Arachne, stop," Winter Soldier ordered, his gun at the back of her neck.

Arachne chuckled sinisterly. "You are so reliant on your guns, aren't you, 'Jason'?" With a speed even Winter could barely follow, she generated symbiotic blade tendrils from the back of her shirt, knocking Winter's gun out of his hand and pinning him to the wall. She turned her attention back to Leonie. "Ethan is not going to die here. Do I have your word on that?"

Leonie nodded hastily, prompting Arachne to drop her and retract her blade tendrils, allowing Winter Soldier to stand on his own. "Now . . . we have someone else to take care of. A little eavesdropper. Isn't that right, Van?"

Van came out, holding a gun in his one good hand. "I should have known you weren't real Panzers. Hell, I already knew _you_ weren't." At that point he was speaking to Arachne. "No real Panzer would try to protect a mongrel bitch. But you . . ." He turned to Leonie. "I never would have suspected you."

"Doesn't matter, Van," Leonie replied. "ATF PMD has enough evidence against Giles to send him – and the rest of you – to a place where he's going to have to hold his ankles for a big black buck. That'll probably be a sight to see."

Van saw red and began shooting, Leonie dodging his energy pellets and drawing her own gun to fire on him. Van dodged her pellets while continuing to shoot at her. Just as Winter Soldier was about to pull out his own spare guns and start shooting at Van, the extant gunfight attracted the attentions of Hate-Monger, Ethan, and several other Panzers.

"What's going on here?" Hate-Monger asked.

"They're moles! They're goddamn moles working for the Zionist Order!" Van screamed.

"Is that a fact?" Hate-Monger asked rhetorically. "Well, I have to take that very seriously, which means . . . the three of you are going to have to die." He looked at Arachne. "I knew I was right to keep you away from Ethan, and after tonight . . . I'll never have to worry about your pernicious influence again."

"Hey, Ethan!" Arachne shouted, dodging Van's and Hate-Monger's fire. "You really think this guy is your friend?"

"He gave me a purpose," Ethan answered. "He gave me a reason to go on."

"More like he played on your anger and pointed you at something that he already wanted to destroy!" Arachne retorted.

"Don't listen to her!" Hate-Monger snapped.

"What do you know about my anger?!" Ethan asked bitterly.

Arachne's clothes and "face" dissolved into inky black tendrils that reformed themselves into her living costume. Then the mask parted into inky black tendrils that pulled away from her head, revealing curly brown hair with a hint of chestnut and hazel eyes set in a kittenishly pretty face. Ethan gasped when he saw that face, for it was a face he knew quite well, a face that had haunted his thoughts for over a year. It was the face of . . .

"Audrey?" Ethan asked. "Is that you?"

"It's a trick!" Hate-Monger yelled. "Don't fall for it!"

"Ethan . . ." Audrey uttered, striding toward him.

"Stay back, you little bitch!" Hate-Monger yelled, firing at her.

Audrey took the hits unflinchingly, her suit quickly repairing whatever damage they did to her. "Ethan, please. I know you're still hurting over what happened to your father, but . . . you don't need to do this. Hate-Monger's not trying to protect anybody; he just wants to get rid of everyone who isn't like him."

"Michael, stop!" Ethan exclaimed.

"Stop? _Stop?_" Hate-Monger echoed derisively. "And I had so many high hopes for you, boy. Too bad." He stopped shooting at Audrey, only to whirl around and shoot Ethan in the chest in one fluid motion that not even Audrey's spider/symbiote-augmented reflexes could halt. "You are such a disappointment."

* * *

End Notes: I'm gonna end it here, as per my intense love of cliffhangers. Why do I love cliffhangers so much? Because they make you anticipate the next installment in the saga. Anyway, this story arc is going to wrap up in the next chapter, with Arachne and Winter Soldier taking on Hate-Monger and possibly the ATF's PMD division getting involved, too.

Are you wondering what "PMD" stands for? It stands for "Person(s) of Mass Destruction," a somewhat popular term in recent comics published by Marvel (largely Ultimate Universe) for people possessing paranormal abilities due to the potential for destruction those abilities carried. I attached it to the ATF, a real federal law enforcement agency, because the ATF is commissioned to put a stop to illegal weapon usage on a federal level and superpowers in the post-Civil War Marvel Universe can be counted as "illegal weapons."

Anyway, the showdown is coming next chapter, and I'm going to leave you now to possibly drop a review to let me know how well or how poorly I did. Thanks for reading.


	4. Spinning the Armored Thread

"Marvel: Tomorrow MAX"

Chapter 4: "Spinning the Armored Thread"

Disclaimer: As the universe depicted here is an extrapolation of the current direction of the universe depicted in comics published by Marvel Comics, it technically belongs to Marvel. All I really own is the characters depicted in this story, even if they happen to be offshoots of extant characters within the Marvel Universe. However, I don't make any money off this story; my "profit" comes from the satisfaction of knowing someone's read this.

Author's note: Here we go, the end of this opening arc of Marvel: Tomorrow MAX. However, that doesn't mean you'll have seen the last of Hate-Monger, nor does it mean an end to Arachne's troubles. In fact, her troubles will only continue on into the next several chapters, but later for that. Right now, it's time for the showdown.

* * *

Audrey's eyes widened in devastated horror as Ethan crumpled to the ground from Hate-Monger's shot. She had gotten to his side, but too late for her to do anything about it. "Ethan. Ethan, wake up. Ethan, snap out of it!"

"Sorry, Audrey . . ." Ethan wheezed. "So damn sorry."

"It's gonna be ok," Audrey whispered, cradling his head gently. "It's gonna be ok."

"No, it's not," Ethan answered. "I'm gonna die. I'm ok with that."

"_I'm not,_" Audrey affirmed, her voice choking with emotion. "I'm not going to let you die, not when . . . you're going to graduate from school. You and me, we're going to go to college together. We can take some classes together, too, you know, like old times. We can get to know each other again." She noticed Ethan wasn't saying anything, just staring almost blankly at her. "You can say something, you know."

"I . . . I'm sorry. I'm sorry for pushing you away when you wanted to help me. Maybe if I hadn't, we wouldn't . . . be here."

"We'll worry about that –" Audrey's spider-sense interrupted her and she jumped back with Ethan to avoid a gunshot from Hate-Monger. "Later. Right now . . ." She noticed Ethan had stopped speaking again, his breath coming in shallower and shallower pants. "Ethan! Ethan!"

"It's too late, Arachne," Winter Soldier spoke grimly. "He's gone."

"Shut up, Winter," Audrey snarled. "Shut up. He's not gone. Not yet. There's still a chance!" She placed her symbiote-gauntleted hand over Ethan's wound and began to extrude its substance into said wound. "Come on, Ethan. Don't die on me. Don't you dare die on me, goddamn it!"

"You've always been a sweet girl," Ethan murmured. "Don't . . ."

Then another burst hit him, this time in the head . . . and he had no more to say. Audrey looked at him, at the hole seared into his head, and knew only the darkest of rages. It was a rage that clenched her heart like a vise, a fury that tightened her jaw, and beneath . . . a grief that consumed her soul. So consumed she was that she did not even notice the suit moving to cover her face once again, and then she had tackled Hate-Monger into the wall with astonishing speed and force.

"_**You're going to die!!**_" Arachne screamed.

"Sorry, but all that sappiness between you two got on my nerves," Hate-Monger answered coldly, before pushing Arachne off him. Arachne flipped backward and skidded on the ground on the balls of her feet, looking up at Hate-Monger.

"_**Come on, bastard,**_" Arachne challenged.

Hate-Monger drew his gun and shot at Arachne, who ran at him while dodging his blasts. She launched herself into a flying side kick that sent him crumpling against the wall closest to his back. Hate-Monger merely rebounded off it and rolled in another direction, springing up to shoot Arachne again. Arachne bounced all over the hall, dodging his shots with an agility that even the best acrobats and gymnasts could not duplicate.

Finally, she snagged his gun with a dark web and threw it aside. "_**Let's see if you can fight me without a gun.**_"

In return, Hate-Monger drew a serrated combat knife and lunged at Arachne, who caught his blade with her gauntleted hand and kneed him in the stomach. She elbowed him in the face with enough force to knock out some teeth and knock him to the ground. He looked up at her and spat his broken teeth at her, only for her to swerve out of the way and stomp on his shoulder, knocking him on his back. Hate-Monger attempted to get up, but Arachne kicked him to the ground again.

Hate-Monger rolled away from her, but she ricocheted to the other side of the hall and dived at him, pinning him to the ground. She began to punch him viciously, battering him again and again until she'd broken every single blood vessel in his face. She didn't stop there; to the contrary, she continued to punch him. She was so caught up in her anger and grief that she almost didn't notice when she was shot in the shoulder by Van. Instead of paining her, it caused her to laugh.

The distraction was almost enough for Hate-Monger to score a punch on Arachne. To his chagrin, she caught his fist and, in a burst of speed, got up and threw him at Van. Hate-Monger fell into Van, knocking them both to the ground and causing Van to lose his gun. Arachne lunged at them both, although Van recovered his gun and began shooting at her. She dodged the bursts and webbed his gun, too.

"_**Go ahead,**_" she taunted. "_**Shoot.**_"

"You're dead, spider-whore!" Van screamed, pulling the trigger.

That turned out to be a very bad decision, as the gun simply exploded in Van's hand from the backfire. The explosion utterly decimated Van's hand, leaving it as nothing but useless bone with stray bits of skin and muscle still attached. Van screamed in agony from the result of the explosion, falling to his knees.

"My hand . . ." he groaned. "You took away my hand!"

"_**I'm going to take something else soon,**_" Arachne snarled.

"You bitch!" Van screamed, lunging at Arachne with his remaining hand outstretched to strike her. Arachne sidestepped Van's charge and grabbed his wrist, throwing him to the ground and spearing his other hand with a bladed symbiotic tendril. He screamed again, this time from the pain of his wounded hand. "Damn you!"

"_**I might be on my way to hell . . . but you'll beat me there,**_" she hissed.

"Arachne, don't!" Winter Soldier shouted, even as he maintained a firefight with several Panzers.

Arachne laughed, a cold, harsh noise. "_**Don't what?**_"

"He's not the one you want to kill," Winter Soldier replied.

"_**Good point,**_" Arachne whispered. She stomped on his knees, hard enough to shatter them. "_**That ought to keep you down.**_"

By this point, Hate-Monger had gotten up again, and he was livid. "You . . . I'm going to kill you."

"_**Come on, then, bastard,**_" Arachne challenged. "_**Kill me.**_"

Hate-Monger lunged at Arachne and tackled her to the ground, his hands wrapped around her throat. The symbiote thickened around her neck, obstructing Hate-Monger's efforts to kill her. As he strained to end her life, Arachne wedged her knee between them and pushed her leg up to kick him off her. Arachne flipped to her feet and darted behind him, kicking him in the back and sending him sprawling to the ground. Hate-Monger simply rolled onto his feet and pulled out a spare gun, shooting at Arachne.

Arachne ran at Hate-Monger full speed, almost literally outrunning his shots. She grabbed him by the throat and slammed him into the nearest wall, only for Hate-Monger to pull out another knife, press a button on it, and stab Arachne in the stomach with it. Arachne gasped in horror, feeling the vibrations of the blade.

"High-frequency dagger," Hate-Monger explained. "Good for piercing armor." He pushed her to the ground. "Now, you're going to die."

"_**You first . . .**_" Arachne snarled, rising to her feet. The symbiote, despite being wounded by the high-frequency blade, was healing itself, and Arachne. Neither of them was exactly in any mood to let Hate-Monger off easy.

"Oh, so this isn't going to be easy, after all." Hate-Monger smirked cruelly. "Good. It wouldn't be fun if it were so easy."

"_**Shut up and die.**_"

Arachne flipped into a kick, striking Hate-Monger in the jaw before landing upright again. Hate-Monger stumbled back against the wall to right himself, pushing off it to attack Arachne, but Arachne slid into a low kick that knocked his feet out from under him. Hate-Monger landed on his hands and pushed off the floor, twisting in midair just as Arachne sprang up to kick him. Hate-Monger skidded backwards on the floor, only for Arachne to again dart behind him and grab him by the neck. Hate-Monger reached behind him and threw Arachne over his shoulder and to the ground, only for Arachne to hold on and toss him to the ground with her.

The two combatants sprang to their feet and clashed again. Finesse was utterly abandoned at this point; they just punched, kicked, kneed, and elbowed each other. It was all about killing the other one at this point, and Arachne was just fine with that. For what Hate-Monger did to Ethan, she would claim more than just a single pound of flesh.

"_**I'm going to beat you until you're nothing but a bloody pulp,**_" she threatened. "_**Then I'm going to flay the skin off you, slowly. I'm going to make sure you stay alive for as long as I can possibly keep you alive, just so you can suffer. When you can't take it anymore, I'm going to take a little more . . . and **_**then **_**I'll kill you.**_"

"Really? Do it, then."

Arachne chuckled sinisterly. "_**My pleasure.**_"

Just then, a voice could be heard, amplified over a megaphone. _"This is ATF! Come outside with your hands up now!"_

"F# you, Zionist pigs!" a Panzer screamed. "We're not gonna be taken alive!"

"Idiot," Winter Soldier mumbled to Leonie. "They have snipers out there with AR scopes, don't they?"

"Yeah," Leonie confirmed. "Soon as they get a good shot, they'll probably start taking people out if these idiots can't bring themselves to just surrender."

"Fanatics don't surrender."

"Duly noted. Cover me?"

Winter's response was to shoot over her shoulder at a Panzer, striking him in the shoulder. "You're covered."

Meanwhile, Arachne and Hate-Monger were still pummeling each other. Neither even cared to dodge the other's blows anymore; it was a matter now of purely outlasting their opponent. Each hit Arachne took, she returned in kind. Each hit Hate-Monger took, he returned in kind. The difference between Arachne and Hate-Monger was that Arachne had a living suit that constantly regenerated her, allowing her to fight longer and harder than Hate-Monger could. He would tire far sooner than she would, enhanced abilities or no . . . and then she would kill him.

"_This is your second warning! We will only ask you one more time after this to surrender! Continued defiance will result in us taking the necessary measures to bring you in!"_

"Go to hell!" another Panzer screamed.

"Yeah, go f# yourselves!" a third shouted.

"_**Your people are quite steadfast, aren't they? I could admire that, if I didn't hate everything you and they stand for so damned much.**_"

"You don't know anything, you little c#," Hate-Monger snarled. "There are a lot more of us than you think. Enough to take this country and return it to the natural state of things."

"_**You really think that?**_" Arachne asked.

"You can't kill what I represent. Even if I die, someone else will take my place. More like me will rise up! The mongrels you are trying to protect will never rule us! Do you hear me?! _Never rule us!_"

"_**Shut your mouth.**_" Arachne punched him hard in the jaw, knocking him to the ground. She kicked him in the ribs for extra emphasis, with enough force to send him flying into a wall.

Hate-Monger panted after sliding down the wall to the ground. "What the hell are you?!"

"_**You really want the answer to that question?**_"

Hate-Monger pulled out three vials, each filled with blue-colored liquid, and popped them open. "You leave me no choice. I've never attempted such a high dosage before, but . . . you pushed me to this." He drank all three vials at once, swallowing most of their contents and tossing the vials aside. He panted heavily and then began to groan, as his wounds healed at an incredible speed, bruises fading away and broken blood vessels repairing themselves, leaving clear skin behind. He slowly stood up, the healing process completing itself as he looked up at Arachne.

"You wanna go now . . . bitch?"

"_**You keep using that word. I do not think it means what you think it means.**_"

Hate-Monger darted in front of Arachne and punched her in her masked face, sending her flying toward a wall. As she flew, he darted behind her and kicked her in the back, knocking her to the ground. She landed on her hands and skittered to her feet, but Hate-Monger launched into a flying side kick, knocking her to the ground again. Arachne was about to roll to her feet again, only for Hate-Monger to kick her to the ground once more.

"Stay down."

"_**No.**_"

"_This is your final warning! Surrender now, or we are prepared to storm the complex and take you all in by force!"_

"We're not surrendering, Jew f#&!" a Panzer screamed.

Winter shot him. "Quiet."

As Winter Soldier and Leonie continued to battle the remaining Panzers, a laser burst suddenly pierced the window and struck Hate-Monger in the shoulder. It had really been intended as a headshot, but Hate-Monger's senses had alerted him in time for his reflexes to save him. He gripped his bleeding shoulder, as the Panzers looked at their stricken leader in horror and outrage.

"Those Jew f#& are gonna die!!" a Panzer shrieked.

The Panzers stormed out en masse to avenge their leader upon the ATF agents positioned outside the complex. That sort of fanaticism, unfortunately for them, simply rendered them moving targets for the ATF to shoot down, while the snipers focused on Hate-Monger, who was now dodging their shots while trying to fight Arachne.

"_**Your boys and girls are dying out there,**_" she whispered harshly, while dodging his blows and retaliating in kind. "_**Dying for you. What is it about you that inspires such fanatical loyalty? Your charm? Your scintillating personality? Or is it just that you're so good at looking less like the loser that you really are that they think you're some kind of guru?**_"

Hate-Monger threw Arachne into the path of another sniper shot, but the shot was powerful enough that it went through Arachne and hit him as well. He dropped Arachne, clutching his newest wound while struggling to stay on his feet. Now that he was more or less stationary, the snipers could fire upon him at their leisure. More laser bullets hit him, but he still refused to go down, speed-limping outside to escape the snipers' shots.

"You miserable pigs!" he yelled. "Little Jew f#& pigs! You think you can beat us?! You think you can kill us?! You're WRONG! There's too many of us for you to kill! Too goddamn many!" He looked at his fallen men and women, the still-living having been herded into the ATF's vehicles, and shouted, "Panzerblatt forever!"

"_Panzerblatt forever!_" was the resounding cry of the still-living Panzers.

"Panzerblatt for –" Hate-Monger was cut off by another shot, just as Arachne, Winter Soldier, and Leonie came out. The shot had pierced him in the chest, punching through his ribcage and exiting through his back. He collapsed in a prostrate position, bleeding out onto the ground. "Panzer . . . blatt . . . for . . . ever . . ."

"_**Shut up,**_" Arachne snarled and stomped on his vertebra hard enough to break it.

Several paramedics moved to take Hate-Monger away, carefully positioning him so as not to kill him themselves in the process of trying to save him. With Michael William Giles off the scene, the ATF agents had a freer hand to focus on Winter Soldier and Arachne, and they weren't exactly pleased with the two unregistered vigilantes. For that matter, Arachne herself wasn't exactly pleased with the ATF, either.

"_Stay right where you are!_" the megaphone-wielding agent shouted. _"We are willing to show leniency in light of your aid, but you are still unlicensed vigilantes. If you come in quietly, you will have a greater chance of receiving leniency."_

"_**F#& you and your leniency,**_" Arachne snarled, and ran seemingly toward the ATF agents.

"Fire!" the lead agent ordered.

Arachne dodged their shots, even the ones coming from the snipers, and disappeared into the night via her suit's active camouflage. As she fled, one of the agents shouted to the snipers, "Use your AR scopes to find her!"

Even if the snipers could find her, she was moving far too fast for them to properly track. As soon as she reached high buildings, she fired a dark web-line and swung on it, heading back for her "borrowed" hotel room. Once inside, she fell on her knees and let out a piercing, unearthly shriek of mixed fury and grief, amplified by the symbiote.

* * *

Ethan's wake came a week later, and the funeral two weeks after. The funeral was an outdoor affair, in a beautiful garden cemetery, as though being surrounded by beauty could somehow make up for the fact that Ethan was dead. Death wasn't pretty and nothing anybody did could make it otherwise. That was just how it was and nobody was going to change that.

His family was in attendance, as were his former classmates. Karin was there, too, dressed in a starched black tuxedo with skirt. Audrey was also there, but hidden deep within the shadows cast by the trees. Her suit had molded itself into a black dress with a web-patterned silk bodysuit underneath, and a web-patterned veil concealing her face. She didn't want anyone to see her; she just wanted to say good-bye.

She watched as the funeral continued, the priest saying benedictions and such. Audrey personally thought the bastard was full of it; there was no loving God. No loving God would let the world He created turn into the kind of horror that turned sweet young men into monsters willing to embrace a philosophy of hatred. No loving God would let monsters like Hate-Monger exist and pull so many into his twisted web. No loving God would condemn her to life as a hunted, near-friendless outcast just because of the abilities that had been granted to her by a freak quirk of fate.

When Ethan's family and friends, and associates of such who had come for solidarity, filed out at the end of the funeral, Audrey and Karin were the only ones left. Audrey let her clothes morph into the suit again, the suit that was essentially black living muscle with a gruesome spider emblem seemingly digging into her body, and turned to disappear. She heard Karin walking toward her, and she didn't know what it was – maybe some spark of love – but she stayed.

"Audrey," Karin whispered.

"What is it, Karin?" Audrey asked tartly.

"You don't . . . have to be alone," Karin replied.

"I'm not."

"You mean _it?_ That thing crawling in your head, slithering all over your body? _That's_ what you turn to for companionship?"

"At least it won't leave me."

"_I_ won't leave you! And, in case you don't remember, _you_ left _me!_"

"Go away, Karin. I have to be alone."

"Alone with _it?_" Karin's anger – and jealousy – was obvious in her tone.

"Yeah. Got a problem?" Arachne's sneer was obvious in her tone, and she disappeared into the shrubbery, camouflaging herself to avoid being pursued by Karin, who looked at the spot where she had been with a sad sigh.

"Audrey . . ."

* * *

Michael William Giles had spent the last three weeks resting in the prison ward of a private hospital. Preliminary blood tests had shown mutation at the cellular level, chemically induced and occurring over a long-term period. Further tests would show just how deeply ingrained the mutation was, and if it was reversible at all. The most important thing, of course, was rehabilitating him to the point that he was competent to stand trial. After all, a crushed vertebra might not be fatal if attended to in time, but it would certainly have a very detrimental effect on his ability to move or speak.

As he rested, he became aware of another's presence in his room. He would have asked who was there, but he couldn't speak or even turn his head to see who it was. He was helpless, a prisoner in his own body. He wanted to scream, but he couldn't even do that . . . and it was that spider-whore that had done it to him. He was going to make her suffer for that, repay her for the pain she had caused him with three times the intensity and agony.

"Mr. Giles, can you hear me?" a cultured, German-accented voice asked. "Blink if you can. You don't need to do anything else."

_I CAN'T do anything else, you stupid f#&!_ Hate-Monger screamed inside his head. Despite his outrage, he blinked.

"What would you say if I told you that I could restore you to your full vitality?" the voice asked. "If I told you that I could make you even better than you were?"

Hate-Monger gritted his teeth in frustration. Was the bastard _taunting_ him?

"No, don't worry. No need to speak. I already know what you're going to say. You want vengeance, vengeance on the system enforcers that killed your father, the system enforcers that shot down your followers, and the girl that left you in this sorry state. I can give you that vengeance. I can give you the power to do it, power beyond anything you ever dreamed of.

"Those scientists you employed? They're freelancers, but their highest loyalty, besides money, is me. Because they, you and I? We believe in the same things. We believe that we have the right of ascension, of dominion, over this world. We believe that this world needs to be held in the palm of a firm hand. We believe that our hand is the firm hand this world has been looking for.

"What do you say, Mr. Giles?"

Hate-Monger seethed silently. If he could talk, he would tell this mysterious interloper that he had a deal; just get him out of this accursed hospital bed, make him able to walk and talk again, and he would do whatever the son of a bitch wanted. Besides, he couldn't wait to get his hands on the little spider-bitch and pluck off her limbs one by one.

"I see we have a deal. Very well, then. Do you want to know who I am?"

A figure stepped into the meager light shining out of the half-shuttered hospital window. He wore a black cassock, slacks, leather gloves, and polished boots, but they weren't what would have been so shocking to an observer capable of looking at him. No, the shocking thing was that his "face" was a blood-red death's-head mask.

"I am your new best friend."

* * *

The next night, a shadowed figure watched the hotel room Arachne was currently occupying. That figure was not alone, having been accompanied by one other. The two had been waiting, seemingly forever, and then a lissome black figure leaped onto the windowsill, shooting a dark web-line and swinging into the city on it. Both figures watched her curiously from what was a curious perch upon the façade of a nearby building.

"_**Is it her?**_" one of the wall-crawling figures asked, her voice a slithery whisper.

"_**Yes,**_" the other replied, her voice just as slithery but deeper, with a stronger bass. "_**It's her.**_"

"_**What do we do?**_" the first figure asked.

"_**We wait,**_" the other replied. "_**We watch. For now.**_"

* * *

End Notes: I usually don't like to end so early, but this is as much as I can dredge up right now and have it still good. Any longer, and it would just be stalling for length; everything important has already been addressed for the time being.

For the record, I probably wouldn't have done this without The Wolf Demon's prompting . . . and the Punisher War Journal arc featuring the "revamped" Hate-Monger. Thank Demon and Matt Fraction for that. Our version of Hate-Monger is going to return in a later story, but for now I'm going to be focusing on other things, like Arachne dealing with her symbiote, the deal with Cuayin and Callisto, and the skeletons in the Initiative's closet.

Until next time, make mine Marvel! (And don't forget to leave a review.)


	5. Down in the Hollow

"Marvel: Tomorrow MAX"

Chapter 5: "Down in the Hollow"

Disclaimer: This universe I've crafted is an extrapolation of trends in the canonical Marvel Universe since the end of Civil War, and thus technically belongs to Marvel Comics. Many of the characters that appear here are technically my own creation, but are based on archetypical characters from the Marvel Universe. Some of the characters that appear in this particular arc are definitely not my creation and definitely belong to Marvel. I make no monetary profit from this story whatsoever, as I am not licensed by Marvel.

Author's note: All right, for those of you who were disturbed by the Hate-Monger arc, we are returning to more straight-up superhero flavor. Of course, Arachne is no longer a "straight-up superhero," not since bonding with the Venom symbiote and the impact it's had on her psyche. But really, did you think Scarlet Spiders would be the end of it? Nope, and you'll even get to see an obscure but canonical symbiote character as this arc progresses. Now let's begin.

* * *

The New Warriors had parked their mobile base in a multilevel parking lot, right at the very top. It was a nice inconspicuous place to hide out until daylight, when they could start moving again. They had to keep moving; if they stayed in one place for too long, the CSA would catch up to them and retrieve the last Venom clone. That, none of them would allow, not on their lives. Then again, maybe it wasn't the CSA they specifically had to watch out for.

None of the New Warriors were properly warned before a loud impact against the top of their mobile base woke them up. "What the hell?!" the Black Cat yelled. "I was trying to sleep!"

"I think we have more things to worry about than sleep," Night Thrasher replied soberly. He looked at the LCD screen, which was displaying an image from the outside security camera. The image was of a woman in a twisted black Spider-Man costume punching through the roof of the mobile base with a blade-reinforced fist. "My God . . . Warriors! Get ready!"

"For what?" Incendiary asked.

"I think that's Arachne," Night Thrasher replied, just before "Arachne" jumped into the mobile base.

"You know, if you wanted to ask us for something, you could have waited until morning," Archaeida remarked.

"_**We want what belongs to us,**_" "Arachne" answered, her voice an inhuman, dual-layered snarl.

"Oh, do me sideways," Prowler growled. "The Venom symbiote . . . it's got her!"

"Then we'll just have to get it off her," Night Thrasher replied, drawing dual vibroswords and charging the Venom-possessed Arachne. He slashed at her, only for her to grab one of his blades and kick him in the chest. She quickly dropped the sword and leaped onto the ceiling of the mobile base, the symbiotic armor regenerating around her hand. Then she lunged at Night Thrasher, only for the Prowler to intercept and strike her with a lightning-charged palm, prompting an inhuman screech of pain from her.

Arachne grabbed the Prowler's wrist and threw him into the wall, just as the Black Cat and Archaeida began a two-fronted assault on her. With inhuman reflexes, Arachne fought them both off, kicking Cat into one nearby seat and heel-dropping Archaeida into apparent submission. Incendiary ran up to Arachne and punched her with a burning fist, eliciting another yell of pain from her. Mustering all her remaining strength, she punched Incendiary hard enough to send him flying away from her.

Slipstream zoomed around Arachne, battering her so fast the naked eye could not see him. Unfortunately for him, the Venom symbiote augmented Arachne's preternatural reflexes even further, and her spider-sense slowed her perception of time, allowing her to keep up with him. That turned out to be much to Slipstream's detriment, as the symbiote burst out into bladed tendrils in all directions, spearing him in one arm, the side of his torso, and one leg. The symbiote threw Slipstream aside and whirled Arachne's body to kick an ambushing Themis.

With the New Warriors seemingly downed, Arachne walked down the length of the mobile base to find the last remaining Venom clone. Just as she had reached its cage, she was suddenly immobilized by a painful current of static electricity. "I don't think so," Prowler hissed, his electrically charged hand on the floor of the base.

"You got her," Night Thrasher said. "Good. Now it's time to cut that thing loose."

He pulled out a sonic grenade and threw it at Arachne, intending to forcibly part the symbiote from her. While she screeched in agony, the intensity of the sonic explosion wasn't enough to force the symbiote off her. In fact, the symbiote was simply quite enraged . . . and an enraged symbiote was a dangerous thing. With frenetic speed, Arachne attacked Night Thrasher, completely outfighting him due to sheer speed and power.

At that moment, the Black Cat, Archaeida, and Themis all attacked Arachne, only for her to throw them all off her in a brutal display of power. Themis caught herself with her telekinesis and used that same power to soften Cat's and Archaeida's landings. Arachne charged Themis with a symbiotic blade extended for the kill, but Themis dodged with TK-augmented reflexes and kicked Arachne in the side, using TK to augment the force of her blow. Arachne rolled to the side and sprang up again, shooting _black wires_ from the backs of her hands, wires that looped in mid-path and grabbed Themis's arms and legs from behind.

"_**We wonder how you'd fight us without arms and legs,**_" the symbiote purred maliciously.

"Don't you f#& dare, bitch!" Incendiary screamed, shooting fire at the Venom-possessed Arachne, who dodged the stream of flame and started beating Incendiary senseless. Incendiary's response was to literally turn up the heat, generating waves of thermal energy from his body. Arachne jumped off him, bounced off the ceiling of the mobile base, and kicked the Black Cat in the stomach before ricocheting off her and back-flipping to kick a risen Prowler.

"You're not getting that symbiote!" Archaeida yelled. "So just give up and go back wherever you came from!"

Arachne simply waved her index finger admonishingly at Archaeida, who shrugged. "I guess we can't talk any sense into you . . . so we'll have to beat it into you."

Archaeida, Themis, Black Cat, Incendiary, and Prowler went after Arachne as one, combining speed, agility, martial prowess, firepower, and psychic power to keep the symbiote-possessed girl off-balance. It helped that fire was a weakness of the symbiote, which was a good counter for the superior strength and speed of its host. That didn't make it an easy battle, though; even with it being five on one, the symbiote was more than strong enough, more than fast enough, and more than vicious enough to keep fighting. Eventually, the Prowler managed to tag Arachne with a lightning-charged fist, eliciting a demonic screech of pain from her.

At that moment, Themis grabbed Arachne by her shoulder and one side of her head . . . and ripped. To the absolute shock of the other New Warriors, Themis was literally ripping the symbiote off Arachne. She had managed to separate it from Arachne's head and shoulders, revealing the sleeping face of Audrey Hopkins. Unfortunately, the symbiote's claws were still very deep into Audrey's nervous system and it wasn't willing to leave just yet.

"What the hell?!" Incendiary exploded. "She's been asleep all this time?!"

The symbiote yowled in anger, unwilling to release Audrey from its grip even as Themis pulled harder on it. The gloves of Arachne's suit, separated from her body, revealed themselves as the symbiote's hands and punched Themis hard enough to force her off. Audrey collapsed on her knees, as the symbiotic suit reattached itself to her body. Once again possessed by the symbiote, Arachne stood up and made a break for the last Venom clone, moving faster than any of the New Warriors thought she could, much less thought they could match.

"Let her," Night Thrasher groaned. "I have a surprise . . . waiting for her in there."

As soon as Arachne shattered the reinforced glass cage that trapped the last remaining Venom clone, the ultrasonic-infrared weapon that had kept it subdued turned on her. She yowled in pain, but refused to let the agony stop her, crawling toward the symbiotic clone even as her own symbiote fought to stay attached to her. The clone shrank back, as though attempting to get away, but Arachne grabbed it with toothy suckers formed on her hands, absorbing it into her suit. That gave her an extra burst of strength, enough for her to rise up and smash the ultrasonic-infrared weapon.

"Some surprise that was," Prowler grumbled.

"It gave me enough time . . . to do this," Night Thrasher snarled, and pressed a button on a side console. Immediately, all the hidden weapons within the base were exposed and turned on Arachne, firing a split second later. To Night Thrasher's surprise, Arachne was weaving in between energy projectiles, moving so fast that they barely touched her.

"What . . . is she?" Archaeida asked, terror on her masked face.

Arachne ran for the hole she'd made when she entered the base, and jumped through it out of the base, lunging off the top of the parking lot and web-swinging away. As she web-swung away, her spider-sense alerted her just in time to barely dodge the swinging kick of the original Spider-Man. She landed on the façade of a nearby skyscraper and looked up to find Spider-Man facing her.

* * *

"Get the f& off her, Venom," he snarled.

Arachne laughed cruelly. "_**No, no. She's ours now. You rejected her. Just like you rejected us.**_"

"You're a damn parasite, feeding off innocent people!" Spider-Man yelled. He lunged at Arachne, only for Arachne to grab his outstretched arm, put him in a hold, and dive off the skyscraper. "What are you doing?! You wanna kill her, too?!"

"_**She will recover. So will you.**_"

Arachne body-slammed Spider-Man into the street, which – given the early hour – was still largely empty. Spider-Man resisted the urge to groan in pain, every bone in his body aching from the blow and his brain rattling in his skull. It was still far preferable to what an ordinary human would have suffered from that move, but it showed just where Arachne's mind was. Mustering all the strength left in him, he kicked Arachne off him and sprang onto his feet, only to find her also on her feet.

"_**Wanna go?**_" the symbiote taunted.

Spider-Man lunged at Arachne, stingers out. To his utter shock, Arachne caught his wrists and pulled his arms apart, subsequently kicking him in the torso and sending him flying into another skyscraper façade. He bounced off hard and sprang into a flying kick, only for Arachne to catch his leg and throw him at a streetlamp. Spider-Man grabbed the streetlamp's shaft and swung on it, perching himself on the shaft and shooting restraining webs at Arachne. The webs bound her, but she unfortunately ripped her way loose with sheer strength.

Spider-Man shot webs from both wrists at opposite anchors. He pulled back as much as he could and then released himself like a slingshot at Arachne, who simply punched him in midflight. The shock of the punch, combined with the force with which he'd launched himself, sent him crashing to the ground. Just before he could rise to his feet, Arachne brutally kicked him back onto the ground, only for him to roll with the blow and shoot back up onto his feet.

"Let her go!" Spider-Man snarled.

Arachne's only answer was to shoot black wires from the backs of her hands, wires that looped in mid-path behind Spider-Man and bound his arms and legs. With a simple gesture, the wires pulled Spider-Man's arms and legs apart, almost resembling the crucifixion position. "Audrey!" Spider-Man yelled. "Do you _really_ want to kill me?!"

That caused Arachne to pause, as the girl behind the symbiotic mask began to wake up. "Spi . . . der . . . Man . . ." she uttered. "What's . . . where . . ."

"Don't worry," Spider-Man said. "It's going to be all right. Just wake up. Wake up out of this nightmare!"

"_**The hell it's going to be all right!**_" the symbiote screamed, reasserting its dominance over Arachne and pulling Spider-Man over to her. "_**For the suffering you've caused us, we will repay you in kind. Agony shall be your lot!**_"

"Audrey, fight it!" Spider-Man yelled. "Fight, damn it!"

"_**She hates you, you know,**_" the symbiote taunted. "_**She doesn't want to say it, doesn't even want to admit it to herself, but she hates you. Why shouldn't she? You betrayed her. You violated her. You spurned her.**_"

"I was trying to protect her!" Spider-Man protested. "She didn't know what she was up against with the Thunderbolts! And Tony Stark is not a man to be trusted, no matter how he presents himself! I was trying to save her the heartbreak and suffering _his_ betrayal would cause her! You're just twisting her feelings so you can control her better!"

"_**Shut up! Don't presume to tell us what our feelings are!**_" the symbiote screamed.

"Really? You hate me for rejecting you. That's why you bonded with Brock; you needed someone who hated me as much as you did to aid your revenge!"

Arachne laughed, a bitter, almost sobbing sound. "_**Damn you to hell, we loved you! We admired you! We looked up to you! We wanted to be you, be with you! And you rejected us! Spurned us!**_"

"You're a parasite. You don't understand love."

"_**The hell we don't understand love! We have learned! From your feelings for Mary Jane Watson, from Eddie Brock's feelings for Ann Weying, from Audrey Hopkins' feelings for Karin Kusanagi! We know what love is! We know how it feels to have love turn its back on us, to decide it no longer wants us! You think we cannot understand?! You arrogant fool!**_"

Furious, Arachne threw Spider-Man aside, and web-swung away as fast as she could, leaving Spider-Man to scream, "_Audrey!!_"

* * *

In Thunderbolts Mountain, Jodi Vars – the former Venom – walked down the hall to the medical lab, dressed in a medical gown and accompanied by two guards. Once at the door, she walked through by herself, suppressing angry tears; ever since that last fight with Arachne, she had felt empty. That damned girl had taken her symbiote away, had dared to rob her of her other, and now she was alone. As if that wasn't injurious enough, the spider-bitch had a symbiote of her own now, the "true" Venom.

_That power should have been mine,_ she thought furiously, as she lay facedown on the medical table, allowing her head, arms, and legs to be fitted into restraints. She barely paid attention as the doctors untied the medical gown; a little embarrassment was a small price to pay for the chance at vengeance. She almost didn't notice as they attached a spine-like apparatus to her back, fitting it precisely along each vertebra. It hurt, but pain was something one learned to deal with in this business.

"Ms. Vars, we have to warn you . . . the moment we begin this process in earnest, you will be subject to indescribable agony," one of the doctors cautioned.

"Are you trying to talk me out of this, doctor?" Jodi asked coyly.

"Not at all, just warning you not to be surprised if this hurts a lot," the doctor replied.

"Thanks for the concern," Jodi responded. "Do it."

The doctor looked to her partners. "You heard the lady."

The next thing Jodi knew, her nerves were ablaze with agony. She would have screamed, but screaming was for cowards and weaklings. She was neither, not anymore . . . and she never would be again. She would bear this most unbearable of torments, and when it was over, she would emerge even stronger, even more powerful than she had ever been. Then that little spider would suffer, suffer, suffer, _SUFFER! SUFFER!!_

The thought of the pain she would cause the little spider-bitch was Jodi's only comfort through the pain. However, it was comforting enough to nurse her to sleep, although that might have been more the pain of the surgery finally taking its toll on her. She passed into unwitting slumber, completely insensate to the world around her.

* * *

Morning came, and Audrey woke up in the hotel room she had most recently appropriated terribly exhausted and aching everywhere. "Man . . . what happened?" She climbed out of bed and examined herself in the mirror. There were no bruises as far as she could see, but the ache wasn't merely psychosomatic, she knew that much. She had the strange feeling that someone else was in the room with her, but she couldn't find them . . . and time wasn't dilating around her.

She looked up at the ceiling, and spotted a section taking on an unusual coloring. The section was shaped vaguely like a human, although it was attached to the ceiling in a spider-like position. It reminded Audrey of how she or another spider-powered person might conceal themselves. As the shape became more distinct, she could tell that the coloring was yellow with seemingly random splashes of red, and the shape was curiously feminine.

"Who the hell are you?" Audrey asked, willing the symbiote to cover her in its protective carapace.

"I don't mean you any harm," the figure on the ceiling spoke. She dropped to the floor and stood upright, allowing Audrey to get a good look at her. She wore red-mottled yellow, covering her entire body, although her face was covered in black with white eyes resembling the eyes on Spider-Man's mask and sharp, needle-like teeth, and she had long red-streaked yellow hair. "I'm here to help you."

"Who are you?" Audrey snarled. The symbiote had lit Audrey's nerves afire with fury, which meant that it knew this woman . . . and it didn't have pleasant relations with her.

"My enemies call me Scream," the symbiote-suited woman replied. Her symbiote peeled away from her face, revealing a beautiful redheaded woman. "My friends call me Donna."

"Donna, huh? How did you find me?" Audrey asked.

"Through your other," Donna replied. "Symbiotes can track their offspring . . . and offspring can track their parents. In a way, you're my mother."

"How's that possible?"

"Carnage wasn't the only one of Venom's offspring. There were five others, forcibly harvested from the symbiote you currently wear and given to five soldiers. I was one of them."

"That would have been more than fifty years ago. How could you have lasted this long?"

"As I'm sure you've already discovered, our others possess certain regenerative qualities, which also keep us in our prime over a longer period of time . . . as long as we stay bonded to them."

"What do you want with me?"

"We are supposed to live in harmony with our others, not let them control us." Donna's tone had turned slightly harder upon those last five words.

"Control us?"

"Yes. The symbiote doesn't make you do anything you don't really want to do, but the more you allow it to play upon the darkness in your own heart, the more control you surrender to it."

"My other enlightens me."

"Really?" Donna asked. "Is that why you've gone from merely subduing criminals to crippling, maiming, and doing everything short of murder to them?"

"They deserved it. Every last one of them." Now Audrey's tone had hardened.

"Would you have said that before your other merged with you?" Donna questioned.

Audrey looked down at her feet in thought, and then her head snapped up to glare at Donna. "What the hell do you know?"

"A lot more than you," Donna retorted. "Then again, I've had fifty years to learn how to coexist with my other without it trying to eat my soul. And that's what your other is doing to you, eating your soul, nullifying everything positive about you in favor of your more negative thoughts, feelings, and impulses. By giving free reign to them, you're giving your other more control over you. If you don't believe me, look at yourself in the mirror."

Audrey turned to the mirror and saw a gruesome image. The suit looked more like raw muscle colored black, and the spider emblem had seemingly become a real spider whose legs had dug deeply into her body. She reached out to her reflection, and it reached out to her. She pulled her hand back only an inch away from the mirror and touched her chest, feeling the spider. It felt . . . _alive._

She could have screamed in sheer terror from what she looked like, but she didn't. Instead she turned to Donna and asked, "How did this happen?"

"It happened because you gave in to your dark side," Donna replied, "and in giving in to your dark side, you gave increasing reign to your other. Our living costumes shape themselves according to our mindsets, and since you've been in such a dark place . . . the suit merely followed suit, so to speak."

"I thought you said it was controlling me."

"Only half correct. It doesn't quite make you do what _it_ wants; it only feeds the extant darkness within you, and it grows stronger the more you give it free reign."

"What do I do?" Audrey asked.

"Come with me. I'll show you what to do there." Donna jumped onto the windowsill and then dived off, her symbiotic carapace already re-covering her face. She fired a web-line and swung on it, Arachne jumping out the window and swinging to follow her.

As she swung, she began thinking to herself, _Come on, Audrey. Are you really sure you can trust her?_

_She made some good points. How I've been acting lately . . . it's not right._

"_Not right" is how your life has been utterly s# since you got your powers. "Not right" is being hunted down like a dog just because you don't want to fight for a corrupt government. "Not right" is monsters like Hate-Monger running hate cults that suck in everybody with a grudge._

_That doesn't make what I've been doing right. It's been a month since I ran away from home. My parents, my sister, my friends . . . Karin . . ._

_You don't need them._

_WHAT THE HELL?! That wasn't me. That wasn't me at all._

_Come on, Audrey. We need each other. No one else. Just us. You and me, forever._

_Quiet. I need to think._

It didn't take too long before Arachne and Scream landed in front of a tunnel entrance. "Here?" Arachne asked.

"Follow me," Scream answered.

* * *

Follow her Arachne did, followed her down into the tunnels, relying on her other senses to guide her. Once they got down far enough into the tunnels, Arachne began to detect some light. Scream just kept moving, prompting Arachne to continue following, which she did. Their underground trek exposed more light, turning the tunnels increasingly bright.

"Where are you taking me?" Arachne inquired.

"You'll see," Scream responded.

When they got out into what was seemingly open air, it was bright enough for Arachne to see more-or-less clearly. "Here we are," Scream announced.

Arachne looked around, the space almost resembling an arena or a coliseum. It soon occurred to her that she and Scream were not alone, as others began to emerge. On a surface look, Arachne might have thought they were wearing variants on Spider-Man's costume. On a closer examination, she noted that some of them had teeth and others didn't, but claws were fairly common to the lot. She even noted that they had unique colorations; one was the color of mixed blood and snow, another was slate blue, a third was gunmetal gray, a fourth was wine red, a fifth was dark teal, a sixth . . . Arachne was starting to lose count.

The pink one, female, looked up at Arachne with curiosity in her body language. She turned to Scream and asked, "Is this Venom?"

"No, Rapture, she is not Venom," Scream replied. "She is host to the symbiote that called itself Venom when with Eddie Brock, but she is not Eddie Brock, and thus she is not Venom."

"Will she be staying with us?" the slate-blue one questioned, his gaze harshly inquisitive.

"For now, Solo," Scream answered. "For now. It is up to her whether she wishes to make this permanent."

"Venom tried to murder us," the gray one snarled, moving to attack Arachne.

Arachne turned out to be faster, grabbing the gray one by his reaching hand and twisting his arm behind his back. "_**We are not Venom. But if you like, we can be your bane.**_"

"Arachne, stop," Scream ordered.

The symbiote bristled, but Audrey reasserted herself and released the gray one. "Sorry about that. I'm not used to . . . controlling it."

"That is all right," Scream answered. She looked at the gray one. "Strife, you really shouldn't try so hard to live up to your name."

"Do you really think you can trust her?" Strife asked.

"That remains to be seen," was Scream's admission.

"I'm with Strife," the crimson one hissed, her fangs bared and a demonically long tongue poking out. "Venom is Venom, no matter who he currently wears."

"Pandemic . . ." Scream intoned warningly.

The teal one placed his hand on Pandemic's shoulder, as though to calm her. "Pandemic, for once, try to listen. Please."

Pandemic chuckled. "Worried for me, Chord?"

"Yes," Chord whispered.

"If that's settled, then . . ." Scream began to speak. She turned to Rapture. "I'd like you to show Arachne to an available resting chamber."

"Sure," Rapture replied, turning to Arachne. "Come with me."

Arachne obeyed, although she wasn't really sure what she was going to be in for with these symbiotes. It was clear that her symbiote had a nasty history with them, and that it wasn't feeling particularly tickled to be anywhere near Scream. Of course, her symbiote – Venom or not – would just have to deal with it; she needed answers, and Scream seemed perfectly willing to give them. She just hoped those answers wouldn't lead her into more trouble.

* * *

End Notes: There you go, symbiotes everywhere! If this reminds you of the "bad old days" of the 1990s, it _is_ canon that Scream is still around and it _is_ still canon that there were symbiotes that survived the invasion storyline that ran through the annuals of four Spider-Man titles (plus one Venom annual). It may not be canon that everyone likes, but I'm going to try to work with it and turn it into something people can like, although I do accept that there are some people who'll never be convinced.

If you're wondering about the Venom symbiote's tirade about love, it was my way of demonstrating that the symbiote isn't pure evil. It saved Peter from being killed by the bells when they separated for good, and even though Eddie Brock was a twisted bastard, he did possess something of a social conscience, as inconsistently applied as it was. Plus, note that Brock auctioned off the symbiote like it was just a thing instead of a living creature with thought and emotion, and that had to have been worse than what Peter put it through. You try going through all that and see if you don't come out with your ethics screwed up.

Anyway, next chapter reintroduces an old enemy of Arachne in a new and (hopefully) more dangerous form. In the meantime, you're free to review, even if it's just to say how much you hate what I'm doing. Thanks for reading, anyway.


	6. Pain, Power, and Responsibility

"Marvel: Tomorrow MAX"

Chapter 6: "Pain, Power, and Responsibility"

Disclaimer: The characters are largely mine, but they are based on character archetypes created by Marvel Comics and the universe they're set in is an extrapolation of the universe crafted by Marvel Comics writers. I make no money from this story whatsoever, as I am not licensed by Marvel Comics in any respect.

Author's note: All right, if "Rapture" sounds familiar to you, that's because she's actually an OC I borrowed from another writer, David Knight. Other than that, the symbiote community will play an important role in this arc, assisting Scream in teaching Arachne to control the Venom symbiote. Of course, some are more willing than others, and not everyone thinks it's a good idea for Arachne to associate with Scream. Plus, an old foe is going to return in this chapter, in a new and (hopefully) dangerous form. With all that out of the way, it's time to party!

* * *

Jodi stood in the center of a room, surrounded by the other Thunderbolts. The Beetle, V6, Yukionna, Flashfire, Goblin, and new addition Jaeger, a living Nanosentinel colony, stared her down, awaiting her first move. The red accents on the Beetle's armor glowed brightly, as did his giant insect-like eyepieces, the suit charging up for use. V6 darted around Jodi, assessing her at what seemed to be the speed of thought. Cold air swirled around Yukionna, while embers sparked around Flashfire. Goblin and Jaeger stood, Jaeger preparing himself by transforming his arm into a blade.

"I'm done waiting," Jodi said. Instantly, spider-like legs ripped out of her modified spine, wrapping around her body, with four pairs specifically going around her torso in such a way that they could have been mistaken for a spider emblem. Once the legs were finished taking their positions, a layer of black skin formed between the legs and hardened into a quasi-organic metallic texture. A helmet formed over her head, resembling a black Spider-Man mask with blackened eyes.

"Nice henshin," Yukionna mocked. "But it takes more than pretty transformation sequences to be a Thunderbolt." She fired her icy energy as a battering ram at Jodi, only for Jodi to shatter that battering ram with one punch. Undeterred, Yukionna took control of the shards of that battering ram and fired them like bullets at Jodi, who just stood there and took it as though it didn't really bother her at all. "Really? Are you just going to play the stoic?"

"No," Jodi replied in a distorted voice, before seeming to vanish and reappear behind Yukionna, who turned and threw up an ice shield to block Jodi's blade. The ice shield turned out to be good for nothing except protecting Yukionna from Jodi's blade at the cost of its own structural integrity. Before the shards of the ice shield could fall to the ground, Yukionna telekinetically picked them up and fired them at Jodi at point-blank range, prompting a low snarl of rage from Jodi.

The next thing Yukionna knew, Jodi's hand was around her throat and she was being rammed into a wall. If not for having hardened her skin like ice, Yukionna was certain she would have broken something. At that moment, Yukionna felt her ice armor starting to melt, which only meant that something very hot was moving toward them. Jodi threw Yukionna out of the way and sped through the inferno, only to be attacked by the Goblin and the Beetle. She caught both their attacks and threw them aside, pursuing the Goblin with a flying kick that slammed him into the wall.

Jodi flipped away from the Goblin and landed in front of V6, at which point they started punching each other with inhuman speed. While V6 technically had the edge in speed, Jodi's new suit augmented her senses to the point that she could almost predict V6's blows in sufficient time to counter or evade. The only problem for V6 was that Jodi was stronger, and she only needed one blow to take him out of the game for good. When the opportunity finally came, she ducked under his punch and delivered one of her own to his stomach, sending him flying and knocking him unconscious.

The Beetle came at Jodi again, firing microwave blasts at her. Jodi dodged with lightning-like reflexes and charged up to him, kicking him in the stomach. At that moment, the Goblin attacked her as well, only for his thrust of his bladed forearm to be blocked by Jodi's blade, which sliced off the blades on the Goblin's forearm. She subsequently kicked him in the stomach with such force that when he hit the wall, he actually stayed down.

Jaeger attacked Jodi next, swinging his blade-morphed arm at her. Jodi blocked his blade and swung at him with her free hand, only for him to grab her fist with his free hand. Jodi flipped into the air, but Jaeger flipped with her and kicked her in the stomach. Jodi twisted midway through her unwilling flight and landed somewhat awkwardly on her feet. Jaeger landed on his feet, more gracefully than she did, and beckoned her with his untransformed hand.

Jodi charged Jaeger, her blade out and ready to find its purchase in Jaeger's nanotech flesh. At the last second, Jaeger knocked Jodi's blade aside and kicked her in the stomach, only for Jodi to flip into the air and come down with a heel drop on his shoulder. Jaeger staggered back, while Jodi pursued her advantage with a vicious roundhouse kick to his stomach and another kick to his head. She twisted off him into the air and landed on the ground before flipping into another kick.

As Jodi and Jaeger fought, Niles Gyrich and his scientists watched with deep curiosity and amusement, the latter exclusive to Gyrich. "How is she doing?" he asked.

"Excellent," one of the scientists remarked. "Her movement speed, her reaction time, her dexterity, her power . . . it's all beyond anything a natural symbiote would be capable of."

"And the only one who seems able to stand up to her for any substantial length of time is Jaeger," Gyrich observed. "That makes his presence here a wise investment."

"In case she turns on us?" the scientist surmised.

Gyrich smirked. "Exactly."

The scientist fought down a shudder at seeing that smirk. That smirk had never meant anything good, and never would mean anything good. The only thing it would ever mean was that some poor soul would be completely broken, if not destroyed outright. The scientist believed in a safe, orderly society as much as anyone else, but the relish Gyrich seemed to take in punishing lawbreakers was utterly chilling. Nobody who took that much glee in such work was to be entirely trusted, as far as the scientist was concerned.

* * *

Within the symbiotes' underground base, Arachne lay cocooned on the ceiling of her room within symbiotic webbing. She was unconscious, using her sleeping period to communicate with her symbiote, just as Scream had taught her over the past few days. The older woman had commented on just how surprised she was that Arachne was learning to control her symbiote so fast, especially since the host she was most familiar with had been rather . . . recalcitrant.

In her mindscape, Audrey wore a darkened version of the original Spider-Man costume. The red was now wine red and the blue was now indigo, not to mention that the spider symbol had grown large enough that its legs crossed over her shoulders and around her waist. Other than that, the suit was essentially unchanged in its design. Before her stood the Venom symbiote, taking a humanoid form resembling a black-costumed Spider-Woman.

_**You are unhappy with us?**_ Venom asked, in an unearthly version of Audrey's voice.

_Yes,_ Audrey admitted. _Don't get me wrong. I loved the power, I loved the freedom. But . . . there are things more important to me than power. Like the people I love._

_**We can be all you will ever need,**_ Venom whispered, her voice almost pleading. _**We will keep you from ever being lonely, ever being afraid, ever knowing despair!**_

_That's not what I mean,_ Audrey answered. _I . . . I miss them. My parents, Kaye, Karin, Jenna, Troy, Siena, the Knights . . ._

Venom's form writhed at the edges, as though from rage . . . or simple distress. _**You don't need them! Only us! Only US!**_

Audrey smiled sadly at Venom. _You're lonely, aren't you? And you're scared, scared that if I go back to my friends, to my family, to the people that love me, that you'll be alone again. You won't be. I'll still keep you, but I only ask one thing._

_**What's that?**_ Venom asked, a note of hope creeping into her voice.

_Just let me live my life again. Let me be with the people I love and the people that love me back, and you can still be a part of me. We can still be one._

_**You mean . . . you want me to stay?**_ Venom asked.

_Yes. You won't have to be lonely anymore, as long as this stays a partnership._

Venom reached out to Audrey, who reached out to her. Once their hands touched, Venom's form dissolved into black liquid tendrils, wrapping around Audrey and molding to her form. At that moment, Audrey awoke from her sleep and cut herself loose from her cocoon, revealing that her symbiote suit now had a white version of the spider emblem that had been on her mindscape costume. The rectangular pads on the backs of her hands were now diamond-shaped and vertical, extending over her wrists. The suit's texture no longer resembled raw muscle painted black, but rather a glossy quasi-organic metal.

At that moment, Rapture entered her room, her symbiote mask off to reveal honey blonde hair and an almost babyish face. "Hi . . ." she greeted Audrey.

"Hi," Audrey greeted back.

"How are you feeling?" Rapture asked.

"Better," Audrey replied. "I have a question . . . how did you find Scream?"

"She found me. The same way she found you. The same way she found all of us. Our others can sense each other, and have excellent tracking abilities."

"How did she find you?"

Rapture looked down, almost as though either considering how to answer or reluctant to answer at all. Finally, she looked up, with a haunted expression in her eyes. "I was looking for a job, so I could support my parents. A handsome man came and offered me a job as a dancer here in the States, but once I took it . . . he made me a prostitute, and told me that if I tried to get out, he'd have my parents killed. The last man who purchased my . . . services from him had his own other, and it spawned the one that bonded with me while he was . . ." Rapture closed her eyes briefly, as though praying for strength, and then opened them again. "I killed him. Killed the rest of them, too. Ran. Scream found me. End of story."

Audrey had no idea what to say. _And I thought my life was crap. Shows how much I know._

Instinctively, she moved toward the other girl, the symbiotic armor peeling away from her head to expose her face. She gently hugged Rapture, and Rapture leaned into the other symbiote-suited girl's embrace.

"How sweet," Pandemic remarked, not a trace of irony in her voice. Unlike Audrey and Rapture, she maintained full symbiote covering, the living crimson mass coating her body like a second skin.

"Pandemic," Rapture greeted, pulling away from Audrey.

"Scream wants us," Pandemic stated.

"Why?" Audrey asked.

Pandemic shrugged. "We'd better hurry, 'fore she gets mad at us for being late."

Rapture and Audrey willed their symbiotes to cover their heads, concealing their faces once more. They then followed Pandemic to the central hall of the cavern, where they met the other symbiotes. Audrey was still surprised by just how many symbiotes were there, and she idly noted that she was the only one with a spider symbol on her suit. Then again, hers was the oldest symbiote in the room, and it had originally bonded with Spider-Man, after all.

"Wondering why I called you here?" Scream asked.

"Yeah," Solo replied somewhat irritably.

"Something wrong, Solo?" Scream questioned.

"Just wondering . . . why are we here? Why are our others here? What's our purpose?" Solo inquired.

"Look at the philosopher," Chord remarked. "Look, kid, the reason we're here isn't anything for us to worry about. The point is that we're here, they're here, and we're one with them. That's all you need to worry about."

"Quiet, Chord," Scream ordered. "What is our purpose? We were supposed to be conquerors . . . or weapons. That is how our others came here or were sired. But we can choose to be what we want to be. It's up to us all individually, but only as long as you can harmonize your will with the will of your other." Scream turned to look at Audrey, directing her next words to the newest yet oldest of them all. "You've started finding that harmony, haven't you?"

"Yes," Audrey replied.

"I can tell. You look much better now."

Audrey looked up at Scream. "Would you mind terribly if I went outside for a while?"

"To do what?"

"Some web-swinging. Maybe see some people I used to know."

Scream pondered that. "Sure. We are a community, not a gulag. You're free to leave whenever you feel ready."

"Thank you. For everything."

"You're welcome, Arachne." Scream smiled benevolently, or as benevolently as she could when her symbiosed face had needle teeth. The effect was rather . . . conducive to nightmares.

* * *

Thus it came to be that Arachne was web-swinging across Manhattan, feeling like her old self again. Granted, it was her old self in black symbiotic wrapping, but still enough like her to count. She could almost convince herself that the last month had been simply a bad dream, but she'd seen and done too much during that month to simply dismiss. She was looking forward to seeing Karin again, and apologizing to her for everything she'd put her through; then she remembered she'd have to do the same for the entire membership of the Knights and her friends and family.

Arachne sighed. _I'm going to have to come clean to my family about what's been happening. Won't be enough to simply say I got kidnapped again._

The spider-girl was so absorbed in her musings that she almost failed to take heed of her spider-sense's warning. As such, she was practically waylaid by another black-clad female slicing her web. With superhuman reflexes, Arachne fired another web-line and swung after her attacker, who looked like an all-black version of Spider-Woman hanging from a black wire. Unfortunately, the "Shadow Spider-Woman" simply punted her attack aside with brutal ease, and it was only by grabbing a skyscraper façade and adhering that Arachne was able to save herself.

"Who are you?" Arachne asked.

"I'm Venom," the "Shadow Spider-Woman" replied.

"How's that possible? I removed your symbiote!"

Venom laughed, an insane, cruel noise. "Yes, you did! You stole my power from me! But I'm back, and you're going to suffer for what you did to me!"

Arachne glared up at Venom. "Bring it on, then!"

Venom flipped off her wire and lunged at Arachne, who barely dodged her assault. Arachne blitzed Venom, only for Venom to punch Arachne viciously in the stomach, throwing her off the skyscraper. Arachne fired a web to catch herself, but Venom sliced through it with a blade from her armor, sending Arachne plummeting once again. This time, Arachne fired webs from both hands, creating a web-parachute to carry herself to relative safety on the ground.

Unfortunately for her, that safety was long in coming, as Venom simply dived off the skyscraper façade and smashed into Arachne's back. The two plummeted into the street, Venom making sure Arachne took the brunt of the fall and adding in a "helpful" head smash. Arachne attempted to roll, so she could at least see her attacker, but Venom kept her pinned. Finally, Venom picked up Arachne and threw her into the nearest building, Arachne unwillingly flying through the walls inside the building until she finally exited through the outer back wall.

Arachne scrambled up the façade of the office building, feeling time alternately slowing and speeding around her. As she was about to reach the rooftop, a black-gauntleted hand grabbed her wrist and pulled her down to face a black Spider-Man mask with darkened eyes. Venom punched Arachne viciously in the face before throwing her to the ground, forcing Arachne to spin a web cushion to save herself. If she had been in better condition, she would have bounced off the cushion, but instead, she simply tumbled off.

At that moment, Venom caught up to her, punching her again. This time, Arachne grabbed her fist and tossed her, only for Venom to twist in midair and fire a black wire at a nearby streetlight. She swung on it into a vicious flying kick that caught Arachne in the shoulder, knocking her to the ground. Arachne rolled to her feet, only for Venom to spring up on her from behind and grab her, squeezing tightly.

"You struggle so prettily," Venom purred in Arachne's ear. "I'm going to take my time with you. Slowly, absolutely, excruciatingly, ecstatically, I'll violate every last orifice of your life. Yes, that's right, little spider. And when you can't take it anymore, when you beg me to stop . . . I won't. I'll keep going. I'll keep going until you're just about dead from the agony I will inflict upon you, and then, you _will_ be dead."

"You sick bitch!" Arachne screamed, struggling in Venom's grip. She generated spikes from her symbiotic suit, but the spikes couldn't penetrate Venom's armor.

"It's called a neo-symbiote," Venom explained. "A living, sentient exoskeleton capable of adapting to any environment, any threat . . . including that ridiculously old-fashioned dead thing you're wearing." She grew a blade from her foremost forearm, holding it up to Arachne's throat. "I want to kill you now, but not just yet. I didn't seek you out just because I wanted to; I have a job to do."

"And what would that be, being a hired psycho?" Arachne retorted.

"So witty, even while I can taste your fear," Venom snarled. "Cute. Breaking you is going to be fun."

The next thing Arachne knew was pain . . . and after that, nothing. Sensations eventually began to intrude on that nothingness, the first one being the feel of cold metal on her interestingly bare body. The second sensation was pain wracking her bones and muscles. The third sensation was the smell of antiseptic permeating her nostrils. It was that last sensation that brought her to full wakefulness.

* * *

"Where . . . ?"

"With us, Miss Hopkins," a cold voice greeted her.

Audrey turned to find a man with dark hair clipped extremely short and dressed in a severely tailored black business suit looking at her through mirrored glasses. "Who are you?"

"Niles Jason Gyrich, Director of Operations for the Commission on Superhuman Activities. In other words, I'm the man who makes sure the Avengers and the Thunderbolts can keep doing their job. That job, as I'm sure you know already, is making sure little rebels like you don't f#& things up for the real humans just because you think you're special."

"The only one . . . who's f#& up anything . . . is you!" Audrey snarled.

"Me?" Gyrich sneered. "How would that be? By making sure the laws of this country are followed? By punishing those that would break our proud nation's laws? By protecting the real humans from destruction at the hands of malcontents like you?"

Audrey attempted to break free, only to find out that she couldn't. "What . . . what's going on?"

"We've given you inhibitors," Gyrich replied. "Both for your symbiote and your extant powers. You're now no stronger or faster or more resilient than you were before that spider bit you."

_Oh, no . . ._ Audrey thought. Out loud, "You bastard! What the hell gives you the right?!"

"The _right?!_ What gives _you_ the 'right' to run around in a costume doing whatever you please!? All you stupid little brats, you can't wait to test yourselves, to use our cities, our countries, our _world_ as your personal playground! And you assume you have the right to do that! Guess what, little girl?! You live in a society, a society that sustains itself on the _enforced_ agreement on the part of the people in it to _obey the rules!_ And do you know what happens to rule breakers?! _They're punished!_"

Biting back a shiver of fear, Audrey found it in herself to say two words. "You're insane."

"Insane, am I?" Gyrich asked, his tone a menacing calm. "Or am I a sane man doing what he must do to restore an insane world to some semblance of order?"

"If you call forcing people with powers to sell their souls to the government under pain of imprisonment or death 'order' . . ." Audrey muttered.

Gyrich glared at her through his mirrored glasses before walking out. "I'm going to leave your interrogation to one of my psi-op specialists. It's a lot more thorough, and a lot tougher to resist."

Audrey groaned. No powers, no symbiote . . . she attempted to reach out to her other mentally, but said other was inert within her. She was alone, absolutely and utterly alone in a way she had never been before. And it was her own fault. She had done it to herself, after all; rejecting Karin's love, rejecting her family's love, rejecting the Knights' friendship, rejecting even Winter Soldier's brief alliance. She had only herself to blame for this fine mess, and she was probably going to rot or die in this hellhole . . . without any of them knowing just how much she'd cared. . . .

_Hello, little spider,_ a voice whispered in her thoughts.

"Who . . . who's that?" Audrey asked.

_You don't need to know that,_ the voice answered, sultry and cruel. _The only thing you need to know is that I'm here to help you, but under one condition. You tell me everything there is to know about your pretty little Knight friends._

"I'm not telling you that!" Audrey declared.

_Such a shame. I wanted to do this nicely. But since you won't give me the information willingly, I'm going to have to rip it out of you. Try not to resist too hard; you might wind up a vegetable._

"Go to hell."

_You're the one who's already in hell. But I can make it real for you, if you want._

Immediately, Audrey was plunged into a desolate chasm full of windblown sand and burning clouds. She was not alone in that chasm; she looked up and saw the other Knights nailed to crosses in a circle around her. There was an eighth cross lying before her, and she had a chilling feeling that it was meant for her. Before she could get her bearings, a multitude of half-decomposed human corpses crawled into sight toward her and began grabbing at her.

"Let me go!" Audrey screamed. "Let me go!"

The corpses grabbed at her, clawed at her, tore at her hair and her flesh to grip her. "Let me go! Let me go!"

_This will end when you give me what I want,_ the voice whispered.

"Go to hell, you bitch!" Audrey screamed. "I'm not going to give it to you!"

_Then you'll have to give it to them. And since they are but manifestations of my will, you will be giving it to me, anyway._

Audrey screamed, trying to fight the corpses off. Despite her efforts, they just kept coming at her, still trying to seize her. Above her, the crucified mental representations of the Knights simply watched, unable or unwilling to do anything to help her. On the ground, Audrey smacked and kicked furiously at the corpses, but they kept coming, pitiless shadows of the voice's will. Audrey turned to run, only to trip and fall to the hot sandy ground.

The corpses seized upon her as she tried to get up, pinning her to the ground. "_No!!_ Get off! Get off! Get off, get off, _get off!_" She struggled furiously against the corpses, but they maintained their grip on her, grabbing at every part of her that they could get their hands on . . . including the parts that only a lover had any right to touch. "_Get off me!_"

_Really, is this all you have?_ The taunting voice made a sound resembling the scornful clicking of a tongue. _I expected more from The Astonishing Arachne, but there's nothing astonishing about Audrey Hopkins except how weak she really is. Without your powers, without your symbiote, you're nothing but a scared little girl without her mommy, daddy, big sister, or girlfriend to protect her._

"Shut up . . ." Audrey moaned. "Just shut up . . ."

_I can make this stop. All this will stop . . . if you just tell me what I want to know._

Audrey didn't answer this time.

_What's the matter? Too broken to even speak?_ As the voice carried on, the corpses finally picked Audrey up and began carrying her to the eighth cross, despite Audrey's futile struggles. Once there, they laid her on the cross and several corpses held her hands to the horizontal section, preparing for the others to nail her to the cross through her forearms. Indeed, two other corpses held large, heavy nails and equally large, even heavier hammers.

_You know, it didn't have to be like this,_ the voice murmured. _If you'd just told me what I needed to know, you might have had a future after all this. But your future is all used up now, I suppose._

Audrey turned her head and rolled her eyes upward to look helplessly at the crucified Fearless. "I'm sorry . . ."

_Sorry? No need to be sorry, girl. It can't be helped. It's just the way things are._

"I wasn't apologizing to you," Audrey whispered harshly. "I was apologizing to _her._"

_I love you . . ._ she heard another voice, not the one taunting her, whisper.

"Karin?" Audrey wondered.

_I love you, Audrey. Too much to let you give up on yourself like this. So fight, damn you! Get the f#& up and FIGHT!_

Just as one of the corpses was about to nail Audrey's right forearm to the cross, Audrey pulled her hand free and grabbed the nail, shoving it into the corpse's shoulder. The other corpses redoubled their efforts to keep her restrained, but she forced them off her and sprang to her feet, off the cross. The corpses gathered around her and began to swarm her again, piling on her once more. Unfortunately for them, Audrey threw them all off her with a furious yell.

_What is this?! What are you doing?!_

"What am I doing?" Audrey echoed mockingly. "This is my mind, bitch. You want what I got in it? You're gonna have to work for it."

_You have no power,_ the voice snarled.

A dark shadow covered Audrey's nakedness from head to toe, and then silvery-white shapes began to form on that shadow. Stylized spider symbols formed on her front and back, connecting to each other through the second and third pairs of legs. Diamond shapes formed on her shoulders, wrists, and ankles, while large, rounded-off diamond shapes formed over her eyes with slashes running through them from forehead to jaw.

"This . . . is _my_ mind. _You're_ the one who has no power."

_I _will_ break you._

"Try it."

* * *

End Notes: Yeah, good point on which to end it, and by the time this particular arc is over, there will be no doubt where Audrey stands in the Spider legacy. In the meanwhile, she's going to have to fight off a nasty psychic assault and find a way to escape from the clutches of the CSA. Can she do so with her secret identity intact, though, or will she have to come clean to certain people? For the answers to those questions and others, wait for the next chapter and, in the meantime, let me know how you think I did on this one. Thanks for reading.


	7. More Human than Human

"Marvel: Tomorrow MAX"

Chapter 7: "More Human than Human"

Disclaimer: The universe belongs to Marvel, overall, but the future setting and many of the characters in it belong to me. The ones you actually recognize belong to Marvel. Also, I don't make any money off this story, just emotional gratification that someone's actually read this.

Author's note: The battle is raging inside Arachne's mind. Whoever this mysterious psychic interrogator is, she's certainly bent on breaking her will. Of course, Arachne's not going to break so easily, not with the memory of those she loves fueling her. But will a heretofore unknown third party intervene? It's entirely possible. Will Arachne win the battle inside her mind? That, too, is entirely possible, but if you want the real answers, you've just gotta read on.

* * *

"This . . . is . . . my mind," Arachne snarled. "And you . . . are not . . . welcome."

_So you have a little fight left in you,_ the voice sneered. _No matter. I will get what I want, and you will be nothing more than an empty shell, ready to be filled with whatever I want you to contain._

"You're going to see just how little fight I really have left," Arachne retorted, spraying the corpse-like ghouls with impact webbing. She lunged at the ghouls that had escaped her initial assault, kicking one and back-flipping to grab and toss another. She swept one leg out to trip a third ghoul and spun on her other foot, raising the leg she had previously used in a sweep to kick a fourth ghoul.

_What the hell are you?_

"What am I?" Arachne laughed. "You don't know already? You, with your all-seeing eye?"

The voice snarled and the ghouls came crawling out of every possible corner, swarming Arachne, who generated an electrical current from her "body" to throw them off. As the ghouls fell, Arachne sprayed impact webbing at them, trapping them. The ones that still managed to escape were soon subject to a hand-to-hand assault from Arachne. Just as one of the ghouls was about to sneak up on her, a red energy lash cut it apart, but it hadn't come from Arachne. The surprised web-slinger turned around and saw Fearless, bearing the stigmata of her earlier crucifixion but no worse for wear beside that, holding her combat batons.

"Let's do this, love," she whispered.

Arachne smiled beneath her mask. "Yeah. Do you forgive me?"

"Forgive yourself first," Fearless replied, even as she lashed out again with the energy wire from her baton, cutting apart more ghouls.

At that moment, the other Knights had come down from their crosses, also bearing the stigmata of their crucifixions but perfectly fine beyond that, and were fighting the ghouls as well. Artemis sliced them apart with her twin _sai,_ while Tsukikishi threw crescent-shaped shuriken at the ghouls' heads and necks. Iron Fist ramped up his chi to deliver superhuman blows to the ghouls, while Iron Cage smashed ghouls' heads in with his bare hands. Winter Soldier mixed gunplay with hand-to-hand combat to dispatch the ghouls, while Nightshade avoided the ghouls' attacks with uncanny agility. Arachne fired wire-like web-lines at the ghouls, using them to ensnare and rip apart the ghouls, while Fearless was going up close and personal with her energy lances.

_You're stronger than I expected. Far stronger. That just makes this fun._

"Fun, huh? Come on, then. You think this is so much fun? Come down here and face me."

_Me? Fight you? No thanks. I know when I'm outmatched._

* * *

Outside the battlefield of Audrey's mind, Sentinel-suited guards and Guardsman-armored soldiers poured into the halls of Thunderbolts Mountain, responding to a breach. They were answered by two trios of nine-inch adamantium claws ripping through the protection of their armor and into the more vulnerable flesh beneath. Armor-piercing energy projectiles struck the Sentinels and Guardsmen in their torsos, accompanied by the crazed shout of, "I got you, suckas!"

"Damn it, 'Pool, show some restraint," grumbled the smaller, claw-wielding mutant known to friend and foe alike as Wolverine.

"Oh, come off it, Logie-bear!" the red-and-black-suited former mercenary known as Deadpool retorted amiably. "You can't tell me you're not having fun!"

"You call this fun?" a young man in a white vibranium-weave suit with a tiger-eared white mask asked, a horrified tone in his voice.

"You've had a year to get used to him," Wolverine remarked. "Don't worry. _I'm_ still not used to him and I've known the son of a bitch for years."

The White Tiger groaned, even as he slashed at the Sentinels and Guardsmen with his vibrosword. "I don't think I'll ever get used to him."

"Hey, quit talking about me when I can't hear you!" Deadpool shouted. Then he shouted, "You go night-night now, suckas!"

"Watch the gunfire, psycho!" a darker voice roared. "You almost hit me!"

"Not like you won't heal, Spidey," Deadpool remarked. "Crap, everyone's getting a healing factor these days. It's like those halfwits at Marvel are running out of ideas! Some House of Ideas they are!"

An imposing black-suited man with red lenses staring out of an open-headed black mask marked by twisted web-like gray patterns emerged, a trail of battered, unmoving Sentinels and Guardsmen in his wake. "_Don't_ call me Spidey."

"Sure thing, _Kaine,_" Deadpool answered. "How freaking Biblical is that crap? You named yourself after the first murderer and that guy was a jealous older brother! You got a complex?"

Kaine just answered with a brutal punch, claw-like extensions forming from the twisted web patterns on his fist. The punch entirely missed Deadpool, impacting against a Sentinel. "I'm going to have words with Osborn."

"He's dead, you know," Wolverine remarked.

"Not him," Kaine snarled. "The one that's still alive. The last of the line."

Wires held and then threw Sentinels and Guardsmen alike, coming from the back and shoulders of a black-haired woman in a black bustier, elbow-length gloves, and skintight pants. "Obsession. It's the doom of all that fall victim to it."

Kaine ignored Wirework's remarks and continued his implacable rampage. As he did, five-pointed throwing stars flew at the Sentinels and Guardsmen, distracting them before a girl dressed in an armored, full-cowl version of the original Bucky's uniform smashed them with Captain America's original triangular shield. A tall, imposing figure in nearly organic, vaguely birdlike black armor sliced through Sentinels and Guardsmen with a gleaming katana. Once there was enough distance, the armored man's katana became a bow and an arrow materialized, already prepared to fire.

"Remember the objective," Wolverine ordered. "The girl."

"The girl is ours, Howlett," a sinister voice sneered.

That was the only warning Wolverine got before a sleek, bat-shaped glider with stabbing blades projected from under its "head" flew at him. Wolverine's answer was to grab the glider by its blades and send it flying back at its controller, who was none other than Terence Osborn, the Goblin. Just as Osborn jumped onto the glider, Kaine rushed him with a killing fury.

"Hello, murderer of my father and great-grandfather," Osborn greeted with hideous sarcasm.

"Hello, legacy of killers and monsters," Kaine snarled, his hands going toward Osborn's throat.

The Goblin set off an electrical pulse in his suit, trying to throw Kaine off him. To his surprise and utter horror, Kaine refused to be thrown off, forcing Osborn to reach behind him and throw Kaine himself. Of course, Kaine had adhered so hard to Osborn that he had taken some of the Goblin armor with him. Kaine smashed the pieces of armor that had still adhered to his hands and cast them aside, prompting the Goblin to dive at him on the glider.

Just then, wires stabbed into the Goblin's unprotected flesh and pulled him off his glider, freeing Kaine to grab the glider and smash it into a wall. Osborn grabbed the wires from behind and tugged viciously in an attempt to pull Wirework to him. The actual effect was the reverse of his intent, Wirework pulling him toward her and proceeding to beat him.

"Give him one for Gwen!" Deadpool shouted.

"He wasn't responsible for that one, nitwit," Kaine snarled. "Before his time."

"Uh, I knew that," Deadpool remarked.

Kaine resisted the urge to put his head in his hands and sob for his dying brain cells. At that moment, Wirework tossed the Goblin to him. "Feel free to finish him off, Spider."

Kaine, having caught the Goblin, lifted him by the throat and extended the web-like patterns on his free hand into sharp protrusions. "I should kill you. For all the pain you and your family have caused. All the lives you've ruined and destroyed."

"So why don't you?" the Goblin taunted.

"As you wish," Kaine snarled, and punched through his armored chest, impaling him. He then dropped the Goblin and left him to crumple and wither like the trash he was. With that done, he turned to Wolverine, Deadpool, and the rest of their team. "The girl."

"Yeah, yeah, the girl," Deadpool said. "You're obsessed, man."

Kaine snarled and continued walking, until suddenly stopping and jumping backward just to avoid a slash from Venom's blade. "You."

"Hey, if it isn't Spider-Woman Black!" Deadpool shouted. "How ya doing, babe?"

In a burst of speed, Venom charged Deadpool and impaled him with her blade. "Not a good idea," Deadpool remarked, pointing his automatic gun right at her stomach and firing. Venom jumped back, avoiding his blasts with inhuman speed and agility. Kaine lunged at Venom, claws extended to slice her apart, only for Venom to grab him by one of his forearms and throw him into a nearby wall. Kaine bounced off, landed in a crouch, and sprang from that crouch to attack Venom again.

Patriot, the Bucky-styled girl, aimed her throwing stars for Venom, only for Venom's exoskeleton to deflect them. Ravenclaw, the armored man, lunged at Venom with his sword extended, only for Venom to block with her forearm. To her surprise, the sword cut through her exoskeleton, but to no avail, as the wound quickly healed. In return, Venom grabbed Ravenclaw's blade and punched him down the hall.

"Nice sword. I'm going to enjoy killing you with it!"

Venom lunged at Ravenclaw, slashing at him with his own sword. To her surprise, the sword seemed to be actively _refusing_ to cut him! "What the hell did you do?!"

"That sword recognizes me as its master," Ravenclaw replied, his voice unnaturally deep. "It will not harm me, no matter how hard you try to make it do so."

"F#& the sword, then!" Venom yelled. "I'll kill you with my bare hands!"

"So be it," Ravenclaw answered, taking back his sword and slicing Venom with it. Venom gripped her wounded side, even as it healed.

"You . . . how?"

"My power is not rooted in your science. It can recognize your evil and neutralize it."

"Forget you and your metaphysical mumbo-jumbo! I'm just gonna tear you apart right here and now!"

Ravenclaw just sighed. "As you will. But don't say I never warned you."

White Tiger sprang off Ravenclaw's shoulders, slicing downward with his vibrosword. Venom blocked it, but barely, and punched White Tiger across the hall. Wolverine, Deadpool, and Wirework went after Venom together, Wolverine slashing with his claws, Deadpool shooting his guns, and Wirework trying to grab Venom with her wires. It was all to no avail, though, as Venom simply shrugged off their efforts and retaliated with a brutality that left all three struggling for their very lives.

Ravenclaw dashed at Venom, only for Venom to block his sword with her gauntleted hand. Holding on despite the fact that the sword could cut through her exoskeleton, Venom punched Ravenclaw multiple times in the space of one or two seconds. Finishing up with a brutal uppercut, she knocked Ravenclaw down on his back, only for Kaine to lunge at her again.

"Don't you ever learn, you defective freak?" Venom asked mockingly.

"You're one to talk, monster," Kaine snarled, grappling with Venom, who kneed him in the stomach, elbowed his back, and kneed his chin. The triplicate assault threw Peter Parker's dark doppelganger to the ground, but it wasn't enough to stop him, not by a long shot. He forced himself to his feet and launched himself into a flying kick, only for Venom to catch his leg and throw him into a nearby wall, which Kaine bounced off to right-cross Venom.

Venom snarled. "You . . . you just moved up higher on the chain."

"What chain?"

"The chain of people I'm going to kill."

Kaine scoffed and kicked Venom, only for Venom to catch his leg again and twist. Kaine twisted with her, spinning sideways in midair and kicking her in the shoulder. Venom flipped back and ricocheted off the wall to kick Kaine from a different angle. Unfortunately for her, his spider-sense had anticipated it and he ducked under her kick, rising up for an uppercut. Venom grabbed his fist and squeezed viciously, but Kaine refused her the satisfaction of hearing his pain. Instead, he popped his claws through her hand, causing her to scream in surprise.

Kaine withdrew his clawed fist and performed an uppercut slash to her torso, knocking her back. Venom glared at him, seething with rage. "You . . . I'm really going to make you suffer now."

"You don't have what it takes to make me suffer," Kaine sneered.

The rapidly healing Venom charged Kaine, blades extended. Kaine blocked her blades with his claws, the two pushing furiously against each other. Kaine got fed up, though, and stomped her foot, following it up with a brutal knee to the stomach. The dual blow staggered Venom, but didn't do much else beyond that. Venom retaliated by slashing Kaine with one of her blades and impaling him with the other. Kaine simply grabbed her wrist and held her in place, striking her right in her masked face as brutally as he could.

Venom snarled as she fell back. "You're tough. That just makes it even more fun."

"Fun for me, that is," Kaine retorted sadistically. "Not sure you're going to be having fun when I'm through with you."

At that moment, Kaine jumped into the air and spun into a repeating kick directed at Jaeger, who had attempted to ambush him. Jaeger took the blows without flinching, even seeming amused. "You're pretty tough, to make Venom take this long," Jaeger remarked. "But are you tough enough?"

Kaine chuckled darkly. "Let's see."

"I can handle one defective clone by myself," Venom sneered at Jaeger.

"Really? Then why were you taking so long?" Jaeger questioned simply.

"Whoo! More playmates!" Deadpool shouted. "Come on, people! Time to party!" He drew his guns and started shooting at both Venom and Jaeger, who dodged his energy bullets. To their surprise, Deadpool simply maneuvered as he fired, seemingly shooting at random.

"What is he doing?" Jaeger asked.

He got his answer when several bullets perforated his shoulder and chest, while Venom could barely dodge and some of Deadpool's shots even grazed her. "What the hell?!"

"Gun kata," Deadpool explained. "Got it from Equilibrium and Ultraviolet. I'd tell you how it works . . . but then I'd have to kill you."

"Kata my ass!" Venom yelled. "I'll still kill you!"

Deadpool merely shot her. "Go ahead and try, bitch. Gunfire Hadoken!"

"Does he think he's playing Street Fighter or something?" Patriot wondered.

Wolverine shrugged. "You can't tell with him."

"While we're wasting time with them, who knows what they're doing to the girl?" Kaine asked grimly.

"Good point," Wolverine agreed. "'Pool, you distract them while the rest of us go save the girl."

"Sure thing, Wolvie!" Deadpool shouted. "Y'all go ahead and have fun without me now! I'll keep the clowns busy!"

"Let's go," Wolverine ordered the rest of his team.

* * *

As the team sans Deadpool charged down to find the object of their mission, Venom and Jaeger attempted to pursue. Fortunately, Deadpool did a lovely – although messy – job of delaying them, the mess coming from just how he used his swords. Even so, that didn't stop other Thunderbolts from coming after Wolverine's team, such as the Beetle and V6.

"I don't have time for this s#&," Wolverine snarled, and sliced through Beetle's armor, cutting deeply into the more vulnerable flesh beneath. It wouldn't kill him, not if he got medical attention in time, but Wolverine had long since ceased caring if his enemies lived or not. As far as he was concerned now, they were at war, and the trick to surviving a war was to kill everyone trying to kill him before they could actually do it.

V6 went on the attack, only for Ravenclaw to zip around him and Z-slash him, knocking him down for the count. That didn't stop a hail of ice needles and fire sparks from coming at Ravenclaw, who deflected them all with his sword. "I'll take care of them," he snarled. "Get the girl."

"Sure thing," Kaine replied grimly, jumping over Yukionna and Flashfire. The latter attempted to stop them in their tracks with a massive fireball attack, only for Patriot to block it with her shield. Yukionna threw a hail of ice darts at Patriot, but White Tiger blocked them with his vibrosword in an insane display of speed.

"I'm guessing you guys are helping Ravenclaw, right?" Wirework surmised.

Patriot merely nodded, prompting Wirework, Wolverine, and Kaine to continue on their way. "Where is she?" Kaine snarled.

"You memorized the blueprints, right?" Wolverine sniped.

"Quit bickering, you two," Wirework cut in. "She should be right behind this door. This door, which is being guarded by septet of Guardsmen that look like they mean business."

"I don't care what they mean," Kaine hissed, lunging at the lead Guardsman with claws out. The Guardsman might have had augmented response time, but it was nothing compared to Kaine's speed. The result was the only result there could be, a brutalized Guardsman lying unconscious – if not dead – and Kaine dodging the repulsor fire of the other six. Wolverine and Wirework waded into the fray, using their claws and tendrils to incapacitate the other six.

"Done deal," Wirework whispered.

* * *

Kaine kicked the door down and stormed inside the room. He looked at the restraint table holding the girl they had come for. She was a pretty girl, with shoulder-length, wavy brown hair and eyes squeezed shut in what seemed to be some kind of internal struggle. She was also naked, but the restraints were specifically designed as to cover her unmentionable bits. He slowed his walk, deliberately and carefully striding over to the girl, touching her face once he closed in on her.

Suddenly, his eyes widened and hers opened, plunging him deep into her mindscape. Inside the mindscape, he saw a girl in a black-and-white costume reminiscent of the costume Julia Carpenter had worn as an agent of Omega Flight, only the mask covered her entire head and face and there were artful vertical slashes running through the eyes. She was fighting monsters, monsters from her worst nightmares, the embodiments of her most terrible fears and darkest fantasies. As hard as she fought, though, they just kept coming after her.

_Is this what they've been doing to her?_ Kaine wondered. _Torturing her with her own thoughts?_ His lip curled into an enraged snarl beneath his mask, and he charged into the fray, fighting through the monsters to reach the girl.

"Who are you?" the girl asked.

"A friend."

Kaine and the "Spider-Girl" fought in tandem, their agility, strength, and speed giving them the edge over the monsters. Kaine's style of fighting was extremely brutal, employing his strength and speed to deadly effect on the monsters. There was little finesse in his movements, deliberate, calculated, forthright violence taking its place. The "Spider-Girl," on the other hand, almost seemed to be dancing around the monsters' attacks.

"I won't let you rule me anymore," she whispered. "Not any of you. From now on, I live without fear. I fight without fear. I love without fear. And if I have to, I die without fear."

Suddenly, Kaine woke up in the material world, outside the girl's mindscape. The girl had woken up, too, and she was looking at Kaine with wide eyes. "Who . . ."

"A friend."

At that moment, Wolverine and Wirework walked into the room, looking at Kaine and the girl. "So. Hopkins. You think you're in good enough shape to help us get out of here?" Wolverine asked.

"Just get me out of these restraints and you'll see how good I am," Audrey retorted.

"You got spirit, kid," Wolverine remarked. "I like that."

Kaine broke Audrey free of the restraints and Audrey slid onto her bare feet. She snatched Kaine's mantle and wrapped it around herself as a makeshift shift. Catching Kaine's stare, she just looked at him and said, "I'm not going out there naked."

"Fine," Wolverine said.

"By the way, they pumped me full of nanite and chemical inhibitors," Audrey said. "My powers and my symbiote are out of commission."

"Figured they'd do that," Wirework commented, pulling out a loaded syringe gun. Without warning, she pressed it against a vein in Audrey's shoulder and pulled the trigger. "Killing the inhibitors. You should have your powers back in a minute."

"We might not have a minute," Wolverine remarked. "The others are probably getting their asses kicked right now."

Just then, the shout of, "I Hadoken your sorry asses!" could be heard loud and clear. "Hear that?! HADO-mother#&-KEN!" An explosion could be heard a second later, along with a cry of . . .

"Are you _insane?!_"

"Let's go," Wirework said.

The four walked out of the room, just in time to see the devastation wrought by Deadpool. The area affected by the grenade's explosion was burnt and Yukionna had been knocked out for the count. Jaeger, Venom, and Flashfire, on the other hand, were perfectly ready to fight, if a little worse for wear. Of course, Jaeger and Venom's regenerative abilities rendered it nearly impossible to tell they'd been injured at all. Despite that, Deadpool, Ravenclaw, Patriot, and White Tiger looked perfectly ready to fight as well.

"Venom," Audrey snarled.

"Pretty little spider," Venom retorted mockingly.

"Damn you!" Audrey screamed, lunging at Venom and letting the recovering symbiote encase her. Since the symbiote was recovering, though, its power and protection weren't entirely up to snuff. The spider symbols on her front and back were more skin than white "fabric" and only the left half of the mask had formed over her face. However, that left half had sharp black teeth at the edge and an abnormally long tongue was protruding from Audrey's mouth.

Venom caught Audrey's charge and tossed her, only for Audrey to flip up onto the ceiling and bounce off to kick Venom in the head. She ricocheted off Venom, onto the wall, and off the wall to kick Venom from another angle. She rebounded away from Venom, onto the floor, onto the wall, onto the ceiling, and down into a dual heel drop. To Venom's surprise, Audrey only seemed to be gathering speed on each pass against her, not becoming easier to predict.

"What are you?" Venom asked.

"_**What am I?**_" Audrey echoed mockingly, both she and the symbiote speaking as "one" voice. "_**You know the answer to that.**_"

Venom began lashing out with her blades, but Audrey dodged, her speed utterly baffling . . . and terrifying Venom, not that she would admit the latter. "Stay still, damn it!"

"_**No,**_" Audrey replied coolly, still evading Venom's attacks. Just as Venom seemed to be getting close with one of them, Audrey grabbed the blade with her hand and pulled Venom in for an overhead toss. Venom flipped onto her feet and swept her leg out to trip Audrey, who merely back-flipped out of the way and sprayed a generous amount of webbing at her. Venom attempted to cut through it, but there was so much webbing that she got tangled in it.

Having dispatched Venom, Audrey turned to her rescuers with a wicked smirk on her face, a smirk not helped by the long tongue licking the sharp teeth on her mask. "_**Anybody else?**_"

"Yo, Venom-Lady!" Deadpool shouted. "Want some help?"

"_**I'm fine,**_" Audrey purred. "_**But you're very kind.**_"

* * *

In the wake of their escape was a trail of severely incapacitated Thunderbolts, and severely incapacitated Guardsmen and Sentinels. Of course, someone had seen this and that someone wasn't very happy. That someone glared down at the devastation in his path, a small platoon of riot-armored soldiers behind him and a pale, leather-clad brunette next to him. He turned to the brunette and asked her a single question.

"What went wrong?"

The brunette smirked, as though amused. "She had more fight in her than I expected. And she had rescuers. Howlett and his band of misfits."

"Wolverine," Niles Gyrich snarled. "Still out there . . . still causing trouble." He looked at the brunette. "Wyngarde, your mission in life from this point forward is to find that girl, find her friends, find anybody who might be an ally of hers . . . and bring them to me."

"Sure thing, sir," Wyngarde answered in a singsong voice.

* * *

End Notes: This isn't quite over yet. Arachne might be out of the clutches of the Thunderbolts, but that doesn't mean forever. With the new Lady Mastermind on her tail, Gyrich knowing her identity, and herself being in the hands of a mysterious group of rebels, things might just get worse before they get better. What do Arachne's mysterious saviors want with her, and what is in store for her now? For the answers to that question, and others, stay tuned for the next chapter and thank you for reading this one.


	8. Hell Above and Below

"Marvel: Tomorrow MAX"

Chapter 8: "Hell Above and Below"

Disclaimer: The universe depicted here is based in an extrapolation of trends within the current Marvel Universe as of the end of Civil War. I may own many of the characters, but the concepts behind those characters are owned by Marvel Comics. Regardless of the thorny issues of ownership, I certainly make no money off this story, which should discourage Marvel from suing me.

Author's note: It seems that Audrey is heading back on the right track, but there are others to think about in the grand scheme of things. What of the bloody messianic swath Cuayin and her followers are cutting through the world? What of the deep, dark, dirty secrets behind the ascension of the Initiative? What of the people Audrey left behind during her Venom-fueled breakdown? The answers to those questions will be revealed in these last chapters, and the players will come together for a final confrontation . . . and maybe expiation.

* * *

Somewhere in Eastern Europe, a young woman fought a gaggle of thugs with brutal ease. She was dressed in a bright red short-sleeved costume with a black spider emblem spread over her torso. Her long brown hair was kept tied back in a tight ponytail, while her face was partly concealed by a mask that covered everything up to her ears. With unnatural speed, agility, and grace, she dodged the thugs' clumsy assaults and retaliated with bone-breaking blows. Once they were dealt with, the red-costumed young woman continued on her way, only to hear the sound of a van driving away.

She scoffed and threw herself out the window, landing agilely on the ground and firing a web-line at the highest ledge she could see. She swung up on it and pursued the van, painted a nondescript white. She pursued the van as it weaved through traffic in a futile attempt to lose pursuers. Of course, its main pursuer was in the air and moving somewhat faster than the van. With a mighty lunge and a midair twist, she landed on the hood of the van, wasting no time with pithy greetings and just punching through the driver's side of the windshield.

The driver screamed in terror, while his passenger pulled out a gun and started shooting at her. The young woman simply dodged the shots and snagged the gun with a web-line, throwing it out. The driver attempted some fancy maneuvering to get her off, but the young woman's unique talents pretty much nullified that hope. Demonstrating such, she grabbed the wheel and twisted _hard,_ taking the van under her control and maneuvering it into a crash, while she flipped off the hood and landed on the back end of the van, pulling the doors off with both inhuman strength and spider-like clinging ability.

Inside the van were roughly a dozen frightened young girls, packed inside like sardines in a can. "You'll be ok," she said to them. The girls shrank back, as though trying to get away from her. "Trust me." She reached out toward them. "I'm not going to hurt you. The ones who did will no longer be able to touch you."

Hesitantly, a honey-haired girl inched toward the young woman and took her hand. The young woman pulled her out and gestured to the others to come out as well. Once out, the twelve girls looked at the costumed young woman with a mixture of suspicion and awe. The young woman simply looked at them, only to sense trouble on the advent.

The formerly gun-toting passenger had survived, and looked perfectly ready to do damage despite the fact that he was massively bleeding from his forehead. "You bitch . . ." he snarled, his voice thick with rage.

The young woman looked at him coldly and silently gestured for the girls to get behind her. The girls did indeed do that, while the young woman fired a restraining web at the menacing man, who struggled in his binds. "He won't hurt you now," she said to the girls. "Do you want me to take you to your parents?"

"We will not be safe with our parents!" one of the girls shouted.

"He won't be able to come near you," the young woman answered calmly.

"How?" another girl asked tremulously.

"I killed him. Now let's go."

* * *

Elsewhere in the region, the woman who had named herself Cuayin looked curiously at the armored woman before her. The woman wore a green cloak over a metallic gray suit, evoking the image of the infamous Victor von Doom. The armored woman, "Lady Doom," stared down Cuayin, who was garbed in the white-and-red short kimono of which she was so fond.

"I'm listening," she said.

"Consider how we can help each other," Cuayin elucidated. "You and I are both redeemers. You redeemed the name of Doom, until they saw fit to overthrow you and install their own puppet, who promptly turned your once-proud land into a den of gangsters and whores. I seek to redeem this entire world, to save it from the depredations those with power have visited upon it."

"The point?" Lady Doom prompted.

"You see, I have the power to redeem this world, but I do not quite have your prolific mind," Cuayin answered. "You have the technology and the resources, but you do not have my power. What we are going to have, should you choose to join forces with me, is a symbiosis; my power and your mind together will bring the world the advent of a lasting justice, a lasting peace."

"You speak rather eloquently for someone bred in a lab," Lady Doom remarked. Catching Cuayin's raised eyebrow, she went on. "I slipped a little spy into S.H.I.E.L.D.'s databanks, constantly feeding my network information on S.H.I.E.L.D.'s little plots. I know who you are. A mishmash of genetic information from Jean Grey, Scott Summers, Eric Magnus Lensherr, and my uncle Franklin Richards, four of the most powerful mutants of the Age of Heroes, combined to create an ultimate weapon."

"I've evolved beyond that," Cuayin answered sharply. "_Far_ beyond that. What they didn't account for was that I was learning, learning all the time. While my body lay suspended in that tube, my mind surfed the world, looking through the eyes of children, adolescents, adults, and elderly. Every stage of life I experienced through their eyes . . . and every inhumanity man could visit upon man and woman I experienced as well."

Lady Doom smirked beneath her helmet. "Ah. So that is why you've taken it upon yourself to be this world's redeemer."

"Yes. I will not stand by and watch as corrupt, wicked men turn this world into a wasteland in their endless quest for supremacy."

"I also know about the girl you keep with you. I know whose daughter she is."

"It doesn't matter," Cuayin said. "She is mine now."

"Oh, I don't wish to make you two part ways," Lady Doom clarified. "All I attest is that you are not the only one who has been exploited by S.H.I.E.L.D. Think about it. A young couple, deeply in love, ready to begin the next phase of their lives together . . . but then an evil man takes their child from them, tries to raise her to be his weapon against her own father . . . only to be absolved of his sins in exchange for giving up the child to be _their_ weapon instead of his. While that beautiful young couple suffers from losing their child, their child is being turned into a weapon to someday be implemented against her father."

"Is there a point to this?"

"Yes. There is. The girl, your Callisto, is the daughter of Peter Parker, the original Spider-Man, whose DNA has bred what S.H.I.E.L.D. and the Initiative hoped to use as living weapons, regardless of their humanity."

Cuayin nodded at Lady Doom. "I see. All the more reason for her to be involved in this crusade."

"And I will help you there," Lady Doom said. "I will give you my resources if you do only one thing."

"And what would that be?"

"Help me take back my throne."

Cuayin smiled slowly. "That can be easily done."

* * *

Some days later in New York City, in the United States, one Karin Kusanagi, currently garbed in her Fearless costume, hid in the rafters of a bar. She watched the patrons drink, exchange stories, and watch the flatscreen, which was displaying a most interesting – and most troubling – image. That image was of Susanna Francesca von Doom, colloquially known as Lady Doom and in her armored glory, staring imperiously into the camera, flanked by a silvered strawberry blonde she recognized as Cuayin and a brunette in skintight scarlet with her lower face concealed and a spider symbol spread across her chest, and surrounded by a veritable army of super-powered women.

Fearless could hear clearly Lady Doom's words of condemnation and promises of vengeance to those who had previously ousted her, as well as her words of reassurance and promises of restoration to her followers. Just as clearly, though, Fearless could hear the scoffing and grumbling of the largely male patrons, along with certain allusions to the sexual appeal of Lady Doom and her cohorts. Much of the discussion seemed to center around the red-costumed "Spider-Woman," or at least around the size of her chest.

Well, she hadn't come here to hear the damn morons ogle people ready, willing, and able to murder their way to what they saw as a better world. She had come here to find some information on the new up-and-comer in New York City's criminal underworld, a man calling himself Mr. Negative. She was going to get that information, even if she had to rip it out of each and every one of the bastards. After all, Black Tarantula might have been a devil, but he was the devil Fearless knew and had come to reluctantly trust; Mr. Negative taking over could overturn all the progress she had begun to make.

Fearless lunged out of the rafters, somersaulted, and landed in a graceful crouch on one of the tables. "Hi, boys. Mind telling me about the new guy in town?"

"Suck my –" one of the men sitting there started to say, but Fearless kicked him in the jaw, dislocating it.

"Bad boy. Very bad boy." She looked at the others. "Any of you want to be more cooperative?" The other patrons began to rise from their chairs, ready to dish out injury to Fearless for her intrusion. The masked girl simply chuckled almost demonically. "I was hoping you'd do that."

Bright lines of red energy could be seen moving all around Fearless, lashing and cutting the men who attacked her. The lines were moving so fast that they couldn't see just where they were coming from. Nevertheless, they were an implacable presence, tripping the men, knocking weapons out of their hands, choking them, cutting them, unpredictable and unstoppable.

When it was over, Fearless posed in a crouch with her arms pushed behind her back, her hands holding black batons, and surrounded by incapacitated men. Rising to her feet, she walked toward the man who had initially insulted her and grabbed him by his dislocated jaw, forcefully resetting it. "You're going to talk. And you're going to tell me everything. Who is Mr. Negative?"

"Go to hell, c#," the man replied.

"No, no. Not what I need you to say." Fearless grabbed his hand and broke his pinky finger. "That's one. I'm going to count the rest of the way to ten using your fingers. If you don't tell me what I need to know by the time I'm finished counting, then you'll have no working fingers." She broke his ring finger. "Two."

"Ok, ok!" the man screamed. "I'll talk!"

"There was something going down at the docks last night," Fearless said. "A shipment. I want to know what the hell that bastard brought into this city, and what he's planning to do with it."

"Drugs!" the man screamed.

"Is that all?" The poisoned sweetness in her tone was like a claw wrapping around the man's heart and squeezing.

"No, no! It wasn't just drugs; there was something hidden in them! Something they sieved from the drugs!"

"Where did they do the sieving?" Her tone had hardened into ice.

"I don't know!"

"Three." Fearless broke his middle finger.

"All right, all right!" the man screamed. "They did it . . . they did it . . . they did it under a house in Forest Hills!"

"What's the address?" Fearless asked.

The man babbled out something, but Fearless could decipher it enough to know . . . _Oh, my God. That's Ben and May Parker's house. The house where they raised Peter Parker. Negative's gonna go down for this._ Out loud, "Thank you. You get to live. Four." She broke his index finger.

"What the hell?!" the man yelled. "I gave you what you wanted to know!"

* * *

Fearless didn't answer, dropping his mostly broken hand and leaving the bar. Once outside, she straddled her motorcycle and rode away, heading for the headquarters of one Black Tarantula. When she reached it, she entered the skyscraper and headed straight for the "special" elevator, jamming the energy lance from her baton into the keyhole. Having opened the elevator, she stepped inside and sliced open the hidden panel beneath the floor buttons, revealing a series of black buttons. She pressed the one in the lower right corner and the elevator began to descend.

Once the elevator stopped and the car opened, Fearless found herself facing a row of assault rifles held by ominous black-armored men. "Really, boys."

"You think you can dodge in such a small space?" the leader asked.

Fearless snapped her batons off her bracers and extended the energy lances on both. "Try me."

The guards' trigger fingers tightened, preparing to shoot. Fearless' heightened senses took note of every subtle hint of preparation for action in their body language, ready to act. At the exact moment before they fired their rifles, Fearless lashed out with her lances in "chain blade" mode, slicing apart their rifles in the space of mere seconds, leaving them to look at her in shock and horror.

"That's enough, men," a familiar male voice called out. "Leave her to me."

"Yes, sir," the leader assented, gesturing to the others to move out of the way.

Fearless stepped out of the elevator, facing a man dressed in skintight black with blue-gray accents and a blue-gray spider symbol in the center of his mask. "Black Tarantula."

"Fearless," Black Tarantula replied calmly. "You could have just requested an appointment."

"Mr. Negative," Fearless stated her purpose in coming. "He's sieving something from the drugs he's been shipping into this city in the basement of your old house. Or, I should say, Peter Parker's house."

"Is there a reason I should care? I might be cloned from Parker, but I'm not Parker. Not by any means."

"Then care that Mr. Negative's gonna use whatever he's sieving from his drugs to run you out of town."

Black Tarantula chuckled. "Let him try. I'm not afraid of him."

"What about your little war against the Initiative?" Fearless asked. "You can't very well fight that without your vast criminal empire and connections."

Black Tarantula put his finger on his chin, as though in thought. "Ah. Good point. That would be troublesome, wouldn't it?"

"Don't mess around, Tarantula. I can tell when you're lying through your teeth."

"It's _Black_ Tarantula. Just 'Tarantula' is this young lady over here." He gestured over to an attractive tanned woman walking in their direction. She wore black latex with crimson piping throughout the suit and had black hair with a reddish-pink streak running through it. She wore black gloves with red middle fingers and clawed tips on all the fingers, not to mention retracted blades on the gauntlets of her gloves.

"Who is she?" Fearless asked.

"A recent recruit," Black Tarantula replied. "Someone else who was exploited by the Initiative. Just like me. Just like you. Just like _her._"

Fearless' eyes narrowed beneath her facemask at the emphasis Black Tarantula placed on "her." She knew exactly who he was referring to, and the absence of that particular girl from her life had left a hole that still hadn't healed. After so long, she had been ready to love again, to give her heart . . . and she hadn't even been able to save her. She loved that _thing_ more than she loved her, and now she had vanished into the ether, presumably never to be seen again. Well, that wasn't going to happen; as soon as she was done with this particular mission, she was going to find her, and then she'd make her see . . . that she could be everything the other girl ever needed.

Tarantula smiled at Fearless, but it was not a friendly smile by any means. No, it was a smile full of frightful allure, like a viper hiding its fangs. Fearless kept herself from shivering at that smile, but it took every last bit of her will to do so. She turned to Black Tarantula. "She and I are going to be working together on this, aren't we?"

"Yes," Black Tarantula confirmed, "and the two of you will be going chaperoned. Scorpion."

The green-haired, pale-skinned ninja-like woman emerged from her hiding place, nodding to Black Tarantula before looking at Fearless and Tarantula. "Let's go."

* * *

Elsewhere in the United States, Wolverine and his team had succeeded in getting away from Thunderbolts Mountain with Audrey Hopkins in tow. Presently, they were holed up in a cavern overlaid with sensor-blocking hardware embedded in multilayered vibranium and adamantium. Wolverine had taken off his mask, revealing a face that was almost handsome for its savage lines and features. Deadpool and Kaine, however, had staunchly refused to unmask, as had Patriot and White Tiger. Ravenclaw looked at Wolverine almost hesitantly, only to receive a wave of the hand in response.

Ravenclaw inhaled, and a flurry of black energy feathers later the armored man was a smaller but no less imposing woman. She looked at Audrey with a wry smile. "Do not worry. I am always female; my voice is simply as masked as my form when I transform."

"So what are you?" Audrey asked. "Are you like that guy Darkhawk? You know, the one who could switch his body for a super-powered android body? That how it works?"

"Not quite," Ravenclaw replied. "I am simply a legacy, like you."

"Like me?" Audrey repeated.

"The emblem you bear on your chest tells me your legacy. You possess the Heart of the Spider, as did the others before you."

"Um, I'm not exactly magic. Got my powers as the byproduct of somebody else's experiment."

"That is what you choose to believe, but humans are more connected to the animal kingdom than many of them realize. Those with animal-based abilities are a more explicit example of this connection. How else could you survive such radical modification of your physiologies, if not your connection to the animals?"

"Ehh, don't mind her," Deadpool cut in. "She goes on about that weird metaphysical, philosophical, spiritual stuff all the time. Me? I am, therefore I am."

"Your nihilism is still a great source of irritation," Ravenclaw remarked evenly.

"Hey, I'm a great source of irritation to a lot of people," Deadpool said. "Even Wirework can't stand me, and that chick's colder than ice!"

Audrey turned to Wolverine. "Why did you come after me?"

Wolverine shrugged. "Honestly? Laura asked me to."

"X-23?" Audrey deduced.

"Yeah," Wolverine confirmed. "You might not be an X-Man, but considering she took you in and tried to teach you something about survival, she figures she's responsible for you."

"So who are you guys?"

"Excelsior's Vengeance," Deadpool cut in. "Seven outcasts, bound by fate and damned by the world to fight The Man!"

"What the lunatic is trying to say is that we have all suffered at the hands of the Initiative," Kaine interposed. "We have lost friends. We have lost family. We have lost other people we loved. We have seen those who took what we loved rise to positions of power within the Initiative and use that power to torment us further. We will not stand for it any longer."

"Uh, good one, Spidey," Deadpool commented.

Kaine whirled upon Deadpool, his every muscle tensed as though in preparation for attack. "_Don't call me Spidey._"

"You prefer Kaine? 'Cuz I keep telling you, the Biblical stuff is really creepy." He chuckled. "Hey, wait! I can call you Tobey!"

Kaine growled. "Just shut up, will you?"

"Deadpool, quit antagonizing the maniac Spider-Man clone," Wirework admonished.

Audrey groaned. "Another one?"

"You've read the Clone Saga, too?" Deadpool piped up. "Damn, I'm not alone, after all; I thought I was the only one who thought that was some whack-ass crap."

"I'm starting to see why people find you so annoying," Audrey said.

"Yeah, but that's why I'm so endearing. Just ask my fans. I've got loads of them!"

"Only in your own disturbed head where we're all a comic book or – worse – some kid's submitted ideas to some comic book company in the form of a long-winded dystopian novel," Patriot remarked.

"You know how I work, babe," Deadpool shot back, clicking his tongue and pointing his finger at her in a gun-firing pose.

"Don't call me babe," Patriot grumbled.

"Shucks. Nobody likes my pet names for them. Hey, Blackarachnia. I can call you Blackarachnia, right?"

"Where'd you get that, Transformers?" Audrey scoffed.

"Hey, don't insult the Transformers, babe. They're classic! And Blackarachnia was the sex! But not quite as sex as Bea Arthur. Oh, Bea . . . I miss you . . ."

Audrey put her masked head in her gloved hands. "What . . . a flaming lunatic."

"Who are you calling flaming? You're the one who gets all lesbotronic with that Daredevil rip-off."

Audrey huffed. "How do you know about that?"

"I've seen you in papers and stuff. Way you stand so close to each other, anybody with half a brain and working eyes could tell you were doing each other."

Audrey looked at Wolverine. "Are we really that obvious?"

"No. He's just whacked."

"Doesn't mean I'm not right!" Deadpool chimed in.

"Deadpool," Kaine growled. "Shut the hell up for at least _one_ minute, or I am going to cut out your tongue."

Ravenclaw, Patriot, and White Tiger all looked at each other with worried expressions. At least, if one had been able to look under Patriot's and White Tiger's full-face masks, one would have seen worried expressions. Wirework seemed somewhere between largely unconcerned and almost sadistically looking forward to what Kaine might do to shut Deadpool up. Wolverine and Audrey just looked between Deadpool and Kaine, both of them internally debating their options.

"Oh, yeah. Do it, then . . . _Spidey._"

Kaine chuckled grimly. "As you wish, 'Pool.'"

Just as Kaine was about to lunge for Deadpool's tongue, Wolverine moved between them, claws extended. "You two wanna stuff it? Or you want me to stuff it for you?"

Kaine snarled, but was not willing to do much more than that. Deadpool shrugged. "Knew he didn't have it in him. He likes me too much, even if he won't admit it."

Kaine stalked off. "What's with him?" Audrey asked.

"Deadpool's sense of humor can be annoying," Wolverine replied.

"_Can be?_" Wirework repeated scornfully. "Try _is,_ and _f#& grating._"

"You love me, babe," Deadpool chimed in. "You know you do."

"I'm gonna see if Kaine's all right," Audrey said, following the midnight-clad man.

* * *

It didn't take her long to catch up to Kaine, although she couldn't shake the feeling that there was something very familiar about him, and it wasn't just that he was another clone of Peter Parker. "What do you want?" said clone asked her.

"To talk to you," Audrey answered.

"Why?"

"You feel familiar, somehow."

Kaine sighed. "So do you, frankly."

"What do you mean?" Audrey asked.

"You remind me of who a little girl I loved might have grown up to be," Kaine replied. "What I was hoping I could raise her to be . . . before she was taken from me."

"Is that why you joined Excelsior's Vengeance?"

"Yes."

"Who took her?"

"Osborn." The name came out as a hateful snarl.

"Osborn?"

"Not the one you know. The first Goblin. The original Green Goblin."

Audrey had no clue what to say. She knew Norman Osborn had tormented Peter Parker, the original Spider-Man, for years and harmed or killed several of his loved ones in the process. Her knowledge, however, had been bloodless facts on a screen or in a book. Hearing Kaine, in many ways a cracked mirror of the man she had once so admired, speak of his own suffering at the hands of Norman Osborn brought the hard reality of just what sort of monsters had been allowed so much power and control very close to home.

"Don't cry for me. Tears are wasted. I've shed enough of them."

* * *

End Notes: There you have it, chapter 8 of Marvel: Tomorrow MAX is finished. With the revelations in this chapter, will Kaine still have cause to think that the little girl he loved is truly lost? Will he even have the chance to find out? Will Karin and Audrey find each other again, and what will come of Fearless' alliance with Black Tarantula? How did she even come to be allied with Black Tarantula in the first place? How long will it take before Cuayin and her forces come ashore to take on the Fifty-State Initiative? For the answers to those questions and maybe others, hold on for the next chapter and thanks for reading this one.


	9. My Faith, Your Damnation

"Marvel: Tomorrow MAX"

Chapter 9: "My Faith, Your Damnation"

Disclaimer: The future I have crafted for the Marvel Universe belongs to me, but the Marvel Universe itself is a creation of comics published by Marvel and thus belongs to Marvel. I make no monetary profit whatsoever from this story, only deep emotional satisfaction that someone is reading this.

Author's note: I bet you weren't expecting some of what you saw in the last chapter? Doom having an heir? Callisto being Spider-Man's long-lost and long-thought-dead daughter? Fearless allied with Black Tarantula? And the ride isn't over yet, not by a long shot, as Cuayin's forces set their sights on the good old U.S. of A and the secrets of the Initiative are revealed. Ready? Hang on.

* * *

"I'm going to tell you a story," Wolverine stated, completely seriously.

"Oh, goodie!" Deadpool cheered. "I love stories! You gonna tell us about the time you shanked Cyclops in the Savage Land so you could get with Jean?"

"What universe did _that_ happen in?" Wolverine growled.

"Earth-1610," Deadpool answered glibly.

"Never mind," Wolverine grumbled.

"Hey, what's this Earth called?" Arachne asked, out of sheer morbid curiosity.

"I don't know. The kid who wrote this garbage never thought to name it, although according to him it's basically Earth-616 fifty years accelerated, barring certain unsettling revelations like . . . Hank Pym and Jessica Drew are dirty anal Skrulls!"

"_Anal_ Skrulls?" Arachne raised one eyebrow in perturbed disgust.

"Don't encourage him, kid," Wolverine advised. "Not that he needs it to be the way he is."

"How did he get that way?" Arachne asked.

"Same way I got the way I am. Weapon X."

"Weapon X." The spider-girl began to shudder internally, as a thought occurred to her. "You mean to tell me that how I got the way I am, how a lot of us new-gen superheroes got the way we are . . . was basically the same way you and Deadhead got to be . . . you and Deadhead?"

"Deadhead!" Deadpool repeated. "I actually nicknamed a guy I worked with that once. Shame what happened to him. Poor bastard."

"Wade? Shut up," Wolverine warned. "You're not exactly right, but you're on the right track. Much of the mindset behind Weapon X was in play when the Superhuman Registration Act really got going. Harvesting people with powers – mutant, alien, or empowered human – and using their DNA to create an army of controllable super-soldiers in the employ of the state agenda was their endgame. What did your high school history books tell ya, kid?"

"The basic stuff. Stamford happened, people got scared, people demanded something be done, government pushed SHRA, some superheroes actually got out in front and enforced it, other superheroes got in front and tried to stop it, Iron Man led the enforcing side, Captain America led the opposing side, big brawl, Cap surrendered and died 'in disgrace,' Stark became the new Director of S.H.I.E.L.D., and 'all was good' . . . barring World War III, of course."

"'In disgrace' was right," Deadpool chimed in. "Ok, so I was pro-reg, but I can admire a guy who stands up for what he believes in and stands with it to the end. Rogers went out like a pansy-ass bitch."

"Wade. You _really_ wanna shut up," Wolverine cautioned gravely.

Deadpool whistled. "Wow. You're getting _dangerous,_ Wolvie."

"I'll take him off your hands," Wirework's voice said, just before her tendrils ensnared Deadpool and yanked him away.

"See? I knew it! Ladies love Deadpool!"

"Shut up, Wilson."

"Do I wanna know what's going to happen?" Arachne asked.

"You're better off not knowing. Wade's quite . . . not right. Wirework? She's good people, but she . . . let's just say people explicitly _not me_ would be scared of her."

"You're trying too hard, you know that?"

"I don't need to try. I got this way from cold, hard experience. If anybody's trying too hard, it's _you._"

"Me? What do you mean?"

Wolverine looked at Arachne. "You're a recently-turned-sixteen-year-old girl with Parker's powers and Parker's inability to accept the fact that life is gonna suck for people with powers so long as people like Gyrich are in charge. So what do you do? You cut your ties to pretty much anybody and everybody you ever called friend or family and run around acting like a bad rehash of that time Parker started wearing black again. But that's teenagers for ya, always trying to act like they don't need anybody and they've got everything figured out. But you _don't_ have everything figured out, hell, you don't even know what you don't know."

Arachne glared. "Is there something you're trying to tell me?"

"Yeah." Wolverine poked her chest with each successive word he spoke. "You've. Been. Acting. Immensely. Stupid."

Arachne grabbed Wolverine's finger on the last poke. "Quit it."

"Telling it like it is, kid. Telling it like it is."

"Do I even want to hear this story of yours?"

"Oh, yeah. You do. Have you been paying attention to the news?"

"Haven't bothered. I'd just smash the TV after about a minute of vapid talking heads."

"Try to rein in that temper of yours," Wolverine remarked with a note of amusement in his voice. "Here's the deal. Were you watching the news a month ago?"

"Yeah. That woman. Cuayin. Her and her justice legion."

"'Justice' ain't the right word. Granted, pretty much all the bastards whose paths crossed theirs had it coming, but this is Magneto all over again. All she's gonna do is justify the norms' fear of people like us."

"You don't think she's got the wherewithal to do it?"

"Wherewithal, yeah. The will, too. But even if she does beat down every single organized authoritative body in the world and set up shop as Supreme Loving Goddess of the World, what's gonna happen after? What kind of world's gonna be left?"

"Sometimes, the old world has to be destroyed to make way for the new."

"You kids. Wannabe revolutionaries who think they can 'transform the world,' but you know something? Revolutions are dirty business. People die. They die ugly. The good, the bad, the innocent, the guilty . . . nobody's spared. Think about that next time you start spouting crap like what you just said."

Arachne bristled internally, but beneath the bristle was a deep shudder of acknowledgment. This man . . . he _looked_ young – older than her sixteen years, but still young – but his eyes had the soul-chilling glassiness of an old man who had seen and done entirely too much to be forgiven or forgotten. Seen and done more than either she or anyone else in the Knights or New Warriors ever had.

"All right . . . what's the story behind this Cuayin?"

"For the full context, you'll need to hear how it all started."

"Sure, and one more thing."

Wolverine raised an eyebrow. "What, kid?"

Arachne looked at him, her eyes hard. "I've seen what they do to people. The way they dehumanize people with powers. The way they reduce them to hunted or caged animals. Don't tell me I don't know anything."

Wolverine sighed sadly. "You remind me a lot of her."

"Her who?"

"Laura. When she was your age. Angry young girl, with a hella lot of skill at making things hurt." He looked away for a few seconds, and then turned back. "But never mind that now. It started 35 years ago, when World War III broke out."

"What started it?"

* * *

"The rest of the world got scared of us. With most of the super-powered people being here in this country and being under the control of the government, the rest of the world got scared that the government would sic their shiny new super-soldiers on them. Force regime change, undermine resistance or independence movements hostile to their interests, and just generally beat them down with superior firepower. Some of them decided to do something about it.

"Within the space of five years, the world was caught up in the middle of a superhuman arms race. Starktech armor production went up, including the Scarlet Spider project, and the rest of the world answered with their own armored soldiers. Ways of replicating the power sets of superhumans they'd gathered data on were tested and retested until they were sure they'd gotten it right. The ones that worried the government most were in the Middle East."

"Why?" Arachne asked.

"Terrorist havens hostile to democracy and freedom, or so the party line went. The Middle Eastern nations just answered with, 'You've already got the strongest military in the world and now you got super-soldiers on your military's payroll. What, you wanna be the only ones with Superhuman Armed Forces or something?' Lotta people in the U.N. agreed, which pissed off a lot of people here, like, 'F#& it, we gotta look out for ourselves, f#& them terrorist sympathizers.'"

"And things just got worse from there."

"Hit the nail on the head, kiddo. I guess you got Parker's brains, too. When it came down to it, nobody really knows who made the first move. The historical line is that it was the Middle Easterners, with backing from guys like A.I.M. and HYDRA, but there's still some people arguing in the underground that it was the North Americans who lashed out first. Either way . . . war. The first war to be fought primarily using superhumans and super-tech augmentations. We had another name for it, though."

"What?"

"The Neo-Crusades. The religious fundamentalists on both sides were going on about how the Crusades had started again and 'God was on their side and it was time to cleanse the earth of infidels.' That kind of crap."

"What does this have to do with Cuayin?" Arachne asked.

"I'm getting there. At some point during the war, the U.S. government created a six-person team of superhuman covert operatives simply called . . . the Six."

"Who were they?"

"Assassin. Iron Maiden. Atalanta. Jingo. Harrier. Stingray."

"Interesting names."

"Assassin was a Spider-Man emulator. A dose of nanobots encoded with the DNA of several species of spider rewrote his own genetic code to mimic those spiders' abilities. Iron Maiden was created using a combination of Ezekiel Stane's 'bio-upgrades' and Starktech cybernetics. Atalanta had Doc Samson's DNA re-sequencing hers plus a helpful dose of gamma rays. Jingo was the first subject of the Captain America treatment since Rogers himself died. Harrier was bonded with Northstar's X-gene, and Stingray had some Atlantean mixed in."

"What were they supposed to do?"

"Infiltrate and destroy the enemy's PDT labs. Best part? Plausible deniability, if they got caught, the U.S. government and military would disavow their existence or their employment."

"How did it go?"

"They were a huge part of the reason the U.S. won World War III. But it was ugly business, and their success simply meant that they'd be used for more of the same. Some of them couldn't take it, snapped under the strain. At least one of them's dead. The ones left are either in military asylums with their powers permanently inhibited or have just slipped completely under the radar."

Arachne looked at Wolverine questioningly. "Did you know any of them?"

"Not really," Wolverine admitted. "Except one of them; he told me everything when I visited him in the asylum, everything he remembered from those days."

"Who was he?"

"Can't say. Made a promise."

Arachne shrugged. "Ok."

"Although the reason they went with Assassin was very simple. They couldn't use Parker's kid."

Arachne's expression was one of shock. "Spider-Man had a kid?"

"Yeah," Wolverine confirmed. "A daughter. But Osborn had her kidnapped and switched out for a stillborn. He was gonna use her as a weapon against Spider-Man, raise her to hate her old man and all. But S.H.I.E.L.D. intervened under Stark's nose and, in exchange for leadership of the Thunderbolts, took the kid off Osborn's hands. When that didn't work out so well for them, they wiped her memory and locked her in a simulated reality interface."

"I thought they were evil already, but this . . ."

"Yeah. I was pretty skeeved when I found out, too. In a twisted way, it made sense; Parker had one of the most versatile known power sets, but he was a fugitive. Now, S.H.I.E.L.D. lucked into this moldable young girl with pretty much the same abilities. You think they were gonna pass something like that up? Especially since they wanted to replace Parker when he got unmanageable?"

"Does Kaine know?"

"No. If he finds out . . . I have my suspicions about that woman in red who was with Cuayin."

"Woman in red?"

"Yeah," Wolverine answered. "Judging by the spider symbol and her abilities, I'd say that _is_ Parker's daughter."

"Then that's just going to make the upcoming fight harder," Arachne mused.

"Uh-huh. Keeping Cuayin and her ladies from tearing up the country, keeping the government from completely going to town on everyone, and keeping innocent people from getting caught in the crossfire. Not gonna be easy at all, especially if Parker's kid is on Cuayin's side."

"Oh, s#."

"What?" Wolverine asked.

"What are we going to tell Spider-Man? 'Gee, your daughter's really alive, she's just totally mind-warped and under the influence of a near-godlike female supremacist who would make Magneto look like a hairier Professor Charles Xavier'?"

"Way Parker is nowadays, I imagine he'd go off half-cocked and try to knock some sense into his girl's head. Problem is, genetic paternity doesn't make real fatherhood. He never knew her. He never had the chance to know her. He can't really appeal to her morality in a way that's gonna make her wanna listen."

"Then we're just gonna have to kick the crap out of her, along with the others."

"I guess that's what it comes down to."

* * *

"Hey, you two done with your powwow yet?" Deadpool's shout echoed through the chamber. "Wire's killing me!"

"Oh, shut up, Wade," Wirework's voice answered good-naturedly. "You love it, you damned masochist punk."

"Eh, there is that . . ." Deadpool could be heard contemplating. "And you are quite sexy, even with those freaky porcupine things sticking out of you . . . Hell, I'd say the porcupine look is a real turn-on."

"Shut up before I start hurting you for real," Wirework hissed.

"Yes, ma'am."

"Do I even want to know?" Arachne asked.

"No, you don't," Wolverine replied. "Like I said, they have a very disturbing relationship. On the one hand, she acts like she can't stand him. On the other hand, once she's sure none of us are looking, she's all over the bastard."

Arachne had a look on her face that only _hinted_ at the levels of mixed horror, fascination, and shock roiling through her psyche. "Wow."

"As long as you don't think about it too hard, you shouldn't have any nightmares."

Just then, Kaine could be seen stalking out of the shadows, moving toward Wolverine with what had to be murder in his masked eyes. "Logan . . ."

"Yes, Kaine?"

Kaine punched him so hard Wolverine flew into and through a wall. Fortunately, the other side did not have Deadpool and Wirework doing whatever it was they were doing. Wolverine came back, lunging at Kaine with his claws out, only for Kaine to grab him by the forearms and toss him. Wolverine twisted in midair, landing on the ground, and came at Kaine again, who simply punched him once he got close enough. Wolverine rolled with the punch and sliced Kaine's hamstrings, thus severely reducing the taller, stronger man's mobility.

Kaine healed, though, and went after Wolverine this time. Suddenly, dark webbing entangled both Kaine and Wolverine, inhibiting their ability to continue the fight. "Somebody want to explain just why you're fighting?" Arachne asked.

"He knew! _He knew!_ He knew where she was!" Kaine roared.

"No, I didn't. I knew what they did with her, but I didn't know where they were keeping her," Wolverine retorted. "Not that I couldn't have found out, but how did you expect us to make it through a rescue mission against S.H.I.E.L.D. alive?"

"And yet when your sister went to you asking our help in saving _her_ –" Kaine stared accusingly at Arachne "– you were more than happy to drag us into it!"

"We had an operation there in the first place. Getting the girl was just a bonus."

Kaine's muscles strained against the blackened webbing that bound him, his rage giving him tremendous reserves of strength. With a yell of pure, undiluted wrath, he tore free and lunged at Arachne, pinning her. "You can never take her place. _Never,_ you hollow shadow."

"Get . . . off me!" Arachne screamed, her symbiote exploding into sharp, needlelike spikes that impaled Kaine and threw him off her.

Kaine rolled to his feet, his wounds healing at a very rapid pace. "I'm going to find her, and I'm going to make her see." He stormed out.

"Don't let the door hit you on your way out, Spidey!" Deadpool shouted glibly.

Wolverine had just managed to tear himself free of Arachne's webbing. "He's always been a good hider. I should have been paying more attention." He went to Arachne. "You all right, kiddo?"

"He's . . . he's just like . . . they both . . . they . . ."

"It's ok, kid," Wolverine whispered.

Arachne looked at Wolverine, tears in her eyes. "It never ends, does it? This world . . . it ruins people. It ruins their lives, ruins their hearts, ruins their souls, ruins everyone around them . . ."

"I wish I could say it won't always be like that, but I can't. That's how the world works. It's a predator that crunches the weak between its jaws. You wanna survive, you're gonna have to learn how to prey on that predator. You think you're up for it?"

Arachne breathed deeply, gathering herself. "Yeah."

At that moment, Ravenclaw emerged in her armored state. "Wolverine. Arachne. Are you two all right?" she asked in her unnaturally deep voice.

"Yeah," Wolverine replied. "We'll be fine. But we're gonna have to start combat training for this girl."

"I've already had combat training," Arachne protested.

"Yeah, but you can always use some more," Wolverine remarked. "Never think you've run outta things to learn, because the moment you stop learning is the moment you stop living." He stared Arachne in the eyes. "What do you say? Wanna see just how good you've yet to be?"

Arachne smirked, the taunt awakening the sleeping tiger within her. "I think I might surprise you a bit."

"Sure, kiddo."

* * *

Back in New York City, Fearless, Tarantula, and Scorpion had arrived in the Forest Hills neighborhood where Peter Parker grew up. "How do you think we ought to announce ourselves?" Fearless asked.

"There'll be guards," Scorpion replied. "We'll need to take them out. Quickly but silently."

Tarantula pouted. "That means I can't hear them beg me for mercy."

Her voice sounded like a pouting child, but the malice underlying it chilled Fearless to the bone. To tell the truth, she'd been chilled _past_ her bones by Tarantula since first laying eyes on her and that chill was only sinking deeper. Fearless considered herself good at reading people, both thanks to her senses and to her life experience from her dabbling in theft, and the read she got off Tarantula was akin to what she'd seen in some particularly nasty pieces of work. Those people hadn't been in it for the money or for the power; they just _liked hurting people._

"Sorry. We can't indulge your predilections right now," Scorpion answered.

Once the guards outside the Parker house had been taken down, the three women slipped into the house, heading for the basement. "Hey, is that you . . . ?" a man's voice could be heard asking.

"No. Sorry," Fearless replied coldly, spearing him with the energy lance from her baton. He fell back down the stairs in a ruined heap, Fearless bounding over him to attack the nerve center of Mr. Negative's operation. Almost immediately, several thugs pulled out handguns and started firing at her. Some hung back, though, one of them shouting a warning to watch the "goods."

Scorpion dashed into the fray, unarming the thugs that were shooting at Fearless while Tarantula went after the thugs that were guarding the drugs. She extended the blades on her arms, using them to knock the thugs' guns out of their hands . . . and take a bit of flesh or finger with those guns. She smirked cruelly at the thugs. "Now, what exactly are you doing with these drugs?"

"What do you want to know for, bitch?" one thug asked.

"For my boss," Tarantula replied coyly. "Now, you wanna tell me, boys? Or do you need me to get rough with you?"

"F#& off," another thug grunted.

"Oh, that sounds nice . . ." Tarantula mocked.

By the time Fearless and Scorpion had finished with the thugs that had actually been shooting, Tarantula had managed to scare up some information out of the thugs who'd been guarding the drugs. "What did you find, Tarantula?" Scorpion asked.

Tarantula smirked at Scorpion with bloodstained lips. "They sang . . . they sang so prettily for me."

"What did they tell you?" Fearless inquired.

"It was MGH," Tarantula answered. "They were sieving MGH from the drugs."

"MGH? Damn it. What do we do?"

"Torch this place," Scorpion answered. "Stall their operation."

"You sure? This is Parker's house."

"Doesn't matter."

Thus it came to be that the three women rode away from a burning Forest Hills house. Certainly, someone would call the FDNY to stop the fire before it spread, but by then it would be too late. The drugs would be incinerated, as would the thugs who had occupied the house for the purpose of purifying the drugs. It was certainly nothing Fearless would have countenanced, once upon a time, but things changed. Things freaking changed.

The three women did not get away unobserved, though. A figure crouched on top of a power post, much like a spider in human shape. The faint illumination provided by the moon reflected off the figure's metallic dark blue sheath, with the brighter illumination of the flames marking its dark red piping. The figure would intercede on behalf of the thugs inside, if not for the fact that the flames would certainly kill him. No, it was better to keep an eye on the women for now, particularly the one who called herself Fearless.

* * *

In Latveria, Lady Doom sat in her War Room, looking at the globe-shaped surveillance screen that took up the room's center. She poked a particular sector of the screen, and the screen expanded to show a diagram of New York City. She eyed specific spots in the city, specifically Stark-Kurosaki Tower, the base of the Avengers, and Camp Rebirth, the New York Initiative training camp. She switched out to other states, looking at the bases of the Initiative teams in each state. She began mapping them out on the screen, eyeing each base specifically for weaknesses in their security that could be exploited.

"Don't you sleep?" Callisto asked from behind the armored woman.

"When utterly necessary," Lady Doom replied, turning in her chair to face Callisto. "But perhaps we should turn the subject of conversation to you."

"What do you mean?" Callisto asked.

"Do you know anything of your real origins?" Lady Doom asked. "Who were your real parents? How exactly you can do what you do?"

"No." Callisto looked away. "I can't tell which of my memories are the real ones and which are the implants, but . . . at times I see a man, a man in a mask. I see another man, but he's . . . he's in shadow."

"Can you see them clearly?"

"No."

"Very well." Lady Doom turned back to the screen. "You may go, Callisto. I will turn in shortly."

"Hopefully," Callisto murmured as she departed.

Lady Doom looked at the maps, pondering Callisto's situation as she did. Poor girl, to be denied her true family and turned into someone else's weapon – Osborn's weapon, S.H.I.E.L.D.'s weapon, _Cuayin's_ weapon. There was something about Callisto that tugged at Lady Doom's heartstrings, as implausible or outright impossible as most of her enemies found that to be. She was sure Cuayin cared, too, in her own way, but the woman of mass psionic destruction was too obsessed with her crusade to really do anything with those feelings. It would just have to be up to her, and when the world could be properly remolded, she would turn her efforts and talents to Callisto.

* * *

End Notes: There you have it. The condensed history of "World War III," as told by Wolverine, the further secrets of Spider-Man's heretofore unknown daughter, other Spider-Man connections, and Lady Doom's own agenda (at least partially) exposed. The only question now is how will all of these things connect, and when they do connect . . . will they be at cross-purposes? For the answers to that particular question, watch out for the next chapter and thank you for reading this one.


	10. End, Start, Climax

"Marvel: Tomorrow MAX"

Chapter 10: "End, Start, Climax"

Disclaimer: The future depicted here belongs to me, but the universe in which it's based belongs to Marvel Comics. The characters are largely mine, sans stalwarts from the mainstream MU that you might recognize like Wolverine, Deadpool, and Kaine. For the record, I make no money from this story whatsoever and I am not licensed by Marvel Comics in any way, shape, or form to write it.

Author's note: Yeah, it's time I began winding this volume down, but it's gonna go out with a bang. There's gonna be an invasion, lots of knockdown, drag-out fighting, some reunions and confrontations, and in the end . . . I'm not going to say nothing will ever be the same – that's just idiotic hype – but the status quo will change to a point. As for what's actually going to go down in this chapter, Arachne's going to prepare to save the world, the mysterious watcher seen at the former Parker residence will be revealed, and Cuayin and her forces will attack. That's all I can say, but if you wanna see how it goes down, just read.

* * *

"Breathe . . ." Ravenclaw gently whispered. "Breathe . . . breathe . . . into me."

Arachne exhaled, and Ravenclaw breathed in Arachne's exhalation. The dark-haired woman exhaled, and Arachne breathed in her exhalation. They continued on like this, inhaling each other's breath and exhaling into each other's mouths. As they did so, they touched hands, their fingers splayed open. Their eyes were closed, but they did not need them open; they were communicating on a higher level than merely their physical senses. Their dual spirits, the human and the animal, were in congress, the raven embracing the spider and the raven's avatar embracing the spider's avatar.

"Now . . . awaken," Ravenclaw whispered.

Arachne's eyes opened, and she found herself in an almost-intimate embrace with Ravenclaw, which prompted a slight blush from her. "Hey."

"How do you feel?" Ravenclaw asked, completely not fazed by her closeness to Arachne.

"I feel . . . better," Arachne replied. "It's not like I've got this warm, fuzzy feeling inside me, it's more like this feeling of serenity."

"Good. That is what is supposed to happen."

"Did it require all this . . . closeness?"

Ravenclaw snickered quietly. "Do you dislike physical contact with other human beings?"

"No, it's just . . . I'm used to being this close with my girlfriend," Arachne admitted. "When I had one, that is."

"What happened to her?"

"We parted company on kind of a bad note. I've been meaning to find her so I can apologize for everything."

"Do you still love her?" Ravenclaw inquired gently.

"Yes. I love her."

"Then have courage, and you will be reunited with her soon." Ravenclaw stood up, while holding Arachne against her gently. "Now it is time to see just how synchronized you and your animal spirit are." She took several steps back from Arachne, and withdrew a long, metallic black feather. "My bones are hollow, my muscle is steel. I glide the air without a sound, through my feathers the wind I feel. Hold fast, talons of black. Nails of night, engraved on my back." She turned her back to Arachne at that moment and lowered the top of her dress enough to expose a raven carving on her back. "_Ravenclaw._"

The feather glowed brightly as she held it, and a bright flash overcame Arachne's vision, forcing her to close her eyes. When she dared open them again, Ravenclaw was in her imposing, vaguely birdlike black armor, her sword extended. "Come," she challenged in her unnaturally deep voice.

"Yes," Arachne answered, willing her costume to resume its default form.

* * *

"What do you think?" Wolverine asked Wirework, having been observing the two young women.

"I think she's good," Wirework replied. "Not good enough, but still quite good." She gave a sidelong look at Wolverine. "You're doing it again."

"Doing what?" Wolverine asked curtly.

"Getting attached to a lost young girl in need of guidance and starved for love," Wirework replied. "It _is_ your type, after all."

"Nah, his type's hot redheads and cute Asian chicks," Deadpool piped up.

"Wade . . ." Wirework groaned.

"It's not like I'm telling you something you don't know already," Deadpool remarked. "Or something that the readers don't know already."

"Again with that nonsense?"

"You gotta admit, it's fun being inside a comic book, or even some punk kid's badly written fan novel."

"This ain't a comic book, Wade. A comic book wouldn't be as sick, twisted, and wrong as our lives have been," Wolverine grunted.

"What comics have _you_ been reading?" Deadpool asked, his tone sarcastic.

White Tiger and Patriot joined Wolverine, Deadpool, and Wirework in observing the fight between Arachne and Ravenclaw. "I didn't know you were teaching her kickboxing," Patriot remarked.

"It wasn't me teaching her," Wolverine denied.

"Spiders have eight limbs," Deadpool piped up. "Muay Thai is called 'The Art of the Eight Limbs.' Do the math."

"Wow, you sounded smart for a second or two there," Wirework sniped.

"Yeah, babe, I have my moments," Deadpool answered. "I'm a lunatic savant."

"You have the 'lunatic' part correct," White Tiger mused darkly. "As for the 'savant' part, that remains to be seen."

"I've been around longer than you, kid," Deadpool retorted. "I've had time to get smart."

"Were you this talkative or this infuriating when you were younger?" White Tiger wondered aloud.

"Depends on your definition of 'younger,'" Deadpool replied in an odd tone that mixed "airhead" with "Zen." "Do you mean as I was at some point earlier in this century, or do you mean when I was closer to your age?"

"You are a frustrating man, Wade Wilson," White Tiger declared.

"That's what all the babes tell me," Deadpool answered. "Yeah . . . still wish I'd settled down that Theresa girl, she was hot . . . and pretty nice, too. Not like some people."

Wirework gave Deadpool a sidelong glare. "Is that supposed to mean something?"

"Yeah, you're f#& mean," Deadpool retorted childishly.

"I have half a mind to –"

Deadpool interrupted, "_Only_ half? You're no better than me, then!"

"That would be flattery," Wirework growled, "and I am not in the mood to flatter you."

"Batter me, then?" Deadpool guffawed. "Come on! You know you want to!"

"Battering you has lost its thrill."

"Lost its thrill? You're bored with me already? But what about that incredible night we had while Logie-bear was counseling Cutie Spidey?"

"'Cutie Spidey'?" Patriot cut in.

"Yeah. She's like Spidey, only she has boobs and a really cute face," Deadpool explained. "And now that I've explained the joke, it's no longer funny. And now I have to kill you."

"Kill me nothing," Patriot retorted, raising her shield in challenge.

"Wade . . ." Wolverine growled.

"Yeah, yeah, I know, James Logan Patch Howlett," Deadpool groaned. "No killing of teammates. I can kill the enemy if I find it necessary, but I can't go player killer. Bad me, thinking it."

"You're more like a griefer," Patriot observed.

"Huh, that's rich," Deadpool retorted. "Real frickin' rich coming from 'Politically Correct Barbie Cap Doll.'"

"Do you want me to throw this shield through your head?" Patriot asked. "Because you're asking for it."

"I'm _begging_ for it, _doll!_ Who's gonna _give it_ to me?"

"Deadpool, quit antagonizing Patriot; she has a pointy shield that can make you go dead for at least a few minutes. Patriot, don't listen to Deadpool. I know he has a very compelling voice, but really . . . what good will it do you?" Wirework cut in, just as she grabbed Deadpool with her tendrils and started dragging him away.

"Help, help! She's gonna rape me!" Deadpool shouted.

"For a guy who's about to get raped, you're taking it very well despite all your hollering," Wolverine remarked.

"And how would you know?"

"Because you don't stink of the kind of fear someone would be giving off if they really were about to get raped."

"Oh. Good point." And that was the last anyone heard of Deadpool and Wirework, for a while.

* * *

Back in New York City, Karin Kusanagi dragged herself into Midtown High School, slumping into her seat in homeroom. "Hello, Ms. Kusanagi," the teacher greeted amiably. "Burned the midnight oil again?"

"Something like that," Karin answered dully.

"Well, your end of term assignment is almost due, so I hope you're putting the final touches on it," the teacher said to the class. "Or, if you haven't started yet, that you will start immediately. You still have a week at most, so hurry up and finish."

As the teacher continued on, Karin sank into her own thoughts. Last night hadn't ended with the torching of the former Parker residence, just the opposite in fact. Her mind drifted back to the memory of that night, the night that she had sold what was left of her innocence. If there was anything Karin had prided herself on, it had been her loyalty, but now she had not even that. Oh, well, it would be another thing for her to flagellate herself for when all was said and done.

She unconsciously rubbed her lips, those lips that had been touched by electric kisses. The memory was burned indelibly onto the insides of her eyelids, the memory of Scorpion kissing her, so ethereal and yet realer than anything she had ever felt. If she had been in her right mind, she would have pushed Scorpion away, but the lack of nonviolent physical contact for so long and the loneliness that accompanied that lack had driven her half mad. That was the only way she could justify letting Scorpion do what she had done with her.

_Her name is Camille,_ a treacherous part of her brain whispered. _It's the name she uses most, if not her real name. Just like Karin is the name you use most, but is not your real name._

It had felt good . . . so damn good to be in someone's arms again, to be touched, to be caressed, to be kissed, to feel _not alone_ for once. But morning had come, and she had remembered who she was, who she was supposed to be, and who really owned her heart. When she'd gotten home, she'd wrecked her war closet, throwing batons to the ground, knocking her suits into the walls, and kicking her masks as though there were actual faces behind them. It had been all she could do not to collapse in a crying fit, and even that had left her too drained to do just about anything else.

When lunch came, Karin didn't even bother eating. She was neither hungry nor thirsty. The hollowness she felt was not going to be filled by food or drink or sex or violence; she was aware enough to know that. The only thing that could fill that hollowness in her soul was . . . was out of her reach, maybe forever. She didn't have time to let despair consume her, because Troy had suddenly plopped down in the seat across from her.

"Hey, Tsurugi," he greeted.

"Hi, Troy," Karin answered dully.

"We need to talk."

"About?"

"The shared focus of our affections. I believe you call her . . ." His voice dropped so low, only her hearing could register it. "Arachne."

Karin snapped alert. "How do you know about that?"

"Amazing the things you learn after stepping in extraterrestrial goop."

"A symbiote? You have one, too?"

"Yeah. Unfortunately, I don't have a cool name like 'Venom' or 'Carnage' or 'Toxin.'" Troy's tone sounded amused more than anything else. "Or even 'Fearless.'"

"What do you want with me?"

"I want Audrey back. You do, too. We're going to work together and get her back."

"Are you serious?" Karin leaned in. "Do you even know where to begin looking?"

"As long as I have something to start with, I'm a very good tracker," Troy replied. "Or at least, the Other is. And you have no choice. You're self-destructing without her."

"What do you know?"

"More than you think. So what do you say?"

"You don't sound like you're lying. But symbiotes are talented at body manipulation."

Troy smiled, completely without irony. "You'll just have to trust me."

"Fine, but I even so much as sniff a double-cross and you burn."

"Fair."

* * *

In the NYX cell's headquarters, Peter Parker endlessly reviewed the footage of Cuayin's strikes. No, he wasn't doing this as a means of formulating a strategy should Cuayin arrive on the coast looking for a fight. It was entirely personal for him; he was looking at the girl – no, young woman – who was called Callisto. The girl moved and fought with an uncanny agility and grace akin to his abilities, and even displayed more explicitly spiderlike techniques – wall-crawling and web-spinning – not to mention the spider symbol she bore on her chest. Aside from those things, something about her made his heart ache, like a ghost of a memory that cried for him to recognize her.

"Who are you?" he whispered.

"You don't sleep?" X-23's voice asked.

"Do you?" Peter retorted lowly.

"Point taken," X-23 conceded. "You see a ghost in this girl, don't you?"

"Yeah."

"What does that ghost look like? Is it the ghost of what might have been, if you had not chosen to reveal yourself?"

"The ghost of something I once had a chance to have, and now something I will never ever have."

X-23 was silent for only a minute, but that minute felt like a century. "Do you remember when we first met?"

"Yeah. Was wondering how Wolverine's genes spawned you."

"And I wondered why you talked so much and seemed to never take anything seriously. I . . . kind of liked that about you."

"Those were the days," Peter murmured ruefully.

"And now look at us."

"Can't worry about that now. Not with so much at stake."

"Get some sleep," X-23 grunted before departing.

* * *

That night, Karin and Troy were out on the streets – or technically above the streets. Karin leaped from rooftop to rooftop, using the energy grapples in her lances to swing where she could not leap, while Troy swung from building to building. Both were in costume, Karin wearing what resembled a black leather-and-mesh suit with red-highlighted black protective armor for her joints and Troy wearing a metallic navy suit with a bright red spiderlike symbol on his chest and a spiderlike red frame around the black eyes of his mask. The two made a strange pair, but they were in it for one purpose and one purpose alone, to find Audrey and bring her back to them.

"Is she anywhere in the city?" Karin asked.

"No . . ." Troy replied. "She's much farther away. I can still feel her, but barely."

"Why are you helping me with this?"

"I love her. You love her. We both need her. Ergo, I'm helping you."

"Wow, did you rehearse that?" Karin quipped mordantly.

Troy let out a low "hmph," which Karin merely took in stride. "Unless you have a way of getting us to her faster than this . . ."

"I do. Bodyslide."

"Bodyslide?"

"Yeah. If I can lock onto Audrey's biometric signal, I might be able to transport us to where she is."

"That sounds good." Troy looked at the clock tower where Karin operated as the leader of the Knights. "Is this it?"

"Yeah, although it's kind of abandoned," Karin replied.

"Abandoned? Why?"

"Let's just say . . . after Audrey left, it became less worthwhile for us to stick together. We've mostly gone our separate ways."

"That sucks," Troy commented, swinging up onto the tower's balcony. Karin landed beside him. "Is anyone still here?"

"Nightshade and Artemis. That's about it."

The two went inside, heading for the central hub of the Knights' base. Passing through the lounge area, they were spotted by Nightshade, who teleported over for a greeting. "Hey! Bringing boys here now, Fearless Leader?"

"Yeah," Karin replied. "He's a friend. Say hi to . . ." She looked at Troy questioningly, also hoping that he'd managed to come up with a somewhat clever name for himself.

"Trance," Troy replied.

"Trance, huh?" Nightshade remarked. "Nice one. You here to help find Spider-Lady?"

"Yeah," Trance affirmed.

"Where's Artemis?" Karin inquired.

"Taking out her frustrations on Tsukikishi in the gym area," Nightshade answered.

"_How,_ exactly?" Karin asked.

Judging by how Nightshade's temperature rose and her breathing became somewhat faster and shallower, Karin had her answer. "Never mind. Come on, Trance."

Karin took Trance to the base computer. "Engage search for biometric signature designated 'Arachne.'"

"_Search engaged,"_ the computer answered.

"How long do you think this is going to take?" Trance wondered.

"Considering that we have to go through roughly 500 million people in this country alone, I'd say not very long," Karin replied.

Before Trance could say anything more, the computer piped up with, _"Search concluded. Biometric signature 'Arachne' unable to be located due to presence concealment technology."_

"Where is the source of the concealment technology?" Karin asked.

"_Location of camouflage: Denver, Colorado,"_ the computer answered. _"Warning: Due to presence concealment, it is impossible to pinpoint the specific location of biometric signature 'Arachne.' Physical search will be necessary to locate Arachne."_

"That's fine," Karin said. "You've helped out plenty, anyway." She turned to Trance.

"Are we going to try this bodyslide thing of yours?" he asked.

"Yes," she replied. "Bodyslide by two."

* * *

When dawn broke, the dam of peace burst and war flooded the streets. In New York City, the Avengers suddenly found their base invaded by twenty "wardrones" resembling green-and-silver versions of the armor last worn by the original Iron Man accompanied by five women, the leader being Callisto. Beside her was a Peruvian woman dressed in form-fitting black with phosphorescent lightning highlights, a Latverian girl garbed in metallic silver, a Filipino woman whose costume consisted of bandages wrapped around her body almost to the point of mummification, and a Haitian girl with metal braces around her forearms and calves.

"Who are you?" Captain America asked.

"Your world's redeemers," Callisto replied.

* * *

In Denver, Thunderbolts Mountain was _torn open_ by an invisible force, soon revealed to be Cuayin with four women and twenty "wardrones" accompanying her. Three of those women were the shadow user Atieno, the light wielder Lesedi, and the "star-heart" shaper Nthanda. The fourth was younger, not long ago having outgrown pubescence, her features disguised by a strange black cloak.

"Damn it!" Gyrich swore. He was going to have the heads of _everyone_ in security for this; something like this should never have slipped through their defenses.

"Hello, Niles Jason Gyrich," Cuayin greeted coldly. "Hard at work carrying on the hateful legacy of your parents, hmm?"

"You're the reason people like my parents existed," Gyrich answered. "Self-styled gods thinking they don't have to respect the laws that we ordinary humans abide by."

"We don't have to. Not when those laws were born out of the intent to keep the less enfranchised members of society, most particularly _women,_ 'in their place.'"

"Just like an American to think his laws were meant for anything other than repressing people who don't look like him or share his anatomy," Nthanda sneered.

While this tête-à-tête was happening, the wardrones were swarming into the base, mowing down Sentinels and Guardsmen with cold precision. At that moment, the Thunderbolts were triggered into acting via the neural implants that kept them relatively disciplined. They fought bravely against the wardrones, but the ones relying on elemental powers – namely Yukionna and Flashfire – were sorely outclassed, as the drones simply powered through their attacks and subdued them with inhuman strength. In fact, similar to Sentinels, they had countermeasures programmed for various super-powers, as Yukionna discovered when she was "sweated" into unconsciousness and Flashfire was doused with oxygen-eating chemicals, preventing him from using his powers.

The Beetle found that his own armor, although considerably powerful, was no match for the superior firepower and durability of the wardrones. When he attempted to use the armor's microwave emitters to blast the wardrones, they simply powered through his fire and beat him into submission. As for Venom, her artificial symbiote might have made her considerably tougher and faster than she'd been with the cloned symbiote she originally wore, but the wardrone she was fighting proved even stronger. It demonstrated that in a simple _punch_ through her symbiotic armor, which penetrated her more vulnerable flesh and was followed up by an energy pulse that internally electrocuted her.

V6 was the only one who seemed to at least be able to evade the wardrones without taking much damage, and Jaeger's Nanosentinel makeup rendered him almost impossible to kill. Unfortunately for him, his luck ended when Cuayin dashed in front of him, a blur even to his bullet-timed senses, and used her hand like a knife, stabbing him in the stomach.

* * *

In California, the team known as Force Works was attacked by a small swarm of wardrones. Of course, when the wardrones were lethal weapons mechanized into human shape, even a "small" swarm was not something to be taken lightly. As such, Force Works was taking the invasion absolutely seriously, and doing their utmost to prevent any innocent deaths.

The team consisted of five members in all. The leader was Lady Liberty, the daughter of erstwhile super-soldier Jingo. The second-in-command was Steel Spider, a man in silver-and-navy armor akin to the Scarlet Spiders'. Their tech genius was Jupiter, whose ability to store and release electromagnetic radiation came in handy when dealing with electronics. Their "muscle" was She-Bomb, a woman who had been given the same gamma radiation treatment as the original Abomination and even resembled the Abomination, albeit much more pleasant to look at. Their stealth operative was called Whizzer, so named because the only evidence of his presence when using his speed powers was a breezy sound.

With their extraordinary abilities, regardless of source, Force Works fought mightily against the wardrones. Lady Liberty used her photonic shield to damage the wardrones, if not outright destroy them, while the Steel Spider used the extendable legs to outright stab the wardrones in their optics. Jupiter generated an electromagnetic pulse to disable the wardrones, but their insulation simply meant that he knocked out power to half the city. Fortunately, Steel Spider's armor was also insulated from electromagnetic pulses.

"It wasn't a bad idea in theory," Steel Spider mumbled to Jupiter.

"Just don't try that again unless you're sure it'll work," She-Bomb added, while punching through a wardrone's head.

"Just where did these guys come from?" Lady Liberty asked.

A lightning bolt suddenly struck the ground where Force Works was fighting, materializing into a woman seemingly made out of blue energy with lightning-like edges. "Hello," she greeted.

"We're screwed," Whizzer muttered.

* * *

End Notes: There you go, people. The Redeemers' assault has commenced, and who knows who will be left standing in the aftermath? Or will anybody be left standing at all, and even if there are enough left to pick up the pieces . . . will something even worse arrive to challenge them? For the answers to those questions and others, you'll just have to wait for the next chapter. In the meantime, thanks for reading and please be sure to leave a review.


	11. No Matter Who You Are

"Marvel: Tomorrow MAX"

Chapter 11: "No Matter Who You Are"

Disclaimer: The universe this story is set in belongs to Marvel Comics, as do some of the characters, but the vast majority of characters here are mine, albeit based on characters belonging to Marvel. I make no money whatsoever from this story and my only profit is emotional satisfaction in that someone is reading it.

Author's note: Yeah, after all my talk, I finally did it. Now, you've probably seen World War Hulk and Secret Invasion and you're wondering just what the hell's going to be so different this time. The difference is chiefly in philosophy; Hulk wanted revenge and the Skrulls believed Earth was theirs by divine right, while the Redeemers believe they are going to actually make the world a better place. Of course, people don't take kindly to being invaded and even the superheroes who might think the Redeemers have a point don't exactly like the idea of the collateral damage that'll be caused in these fights. For the resolution to it all, read on.

_

* * *

_

The night before . . .

* * *

Fearless and Trance swung and leaped through the city of Denver. They knew Arachne was somewhere within the city, but they had no way to tell where. Fortunately, both Fearless and Trance had considerable tracking abilities, and being in the same city as Arachne increased the chances of them being able to find her. Of course, their chances had just gone from "slim" to "so-so."

It also helped a great deal that they were going camouflaged, Fearless using the circuitry in her suit to render herself invisible to the surveillance drones and Trance using his Other's stealth capabilities. This enabled them to pursue their shared objective while minimizing the possibility of interference on the part of super-powered goon squads.

As it seemed like they were getting nowhere, Fearless suddenly sensed that they were getting very, very close. "Trance."

"I feel it, too, Karin."

"Good." She landed. "Now we just need to figure out a way to get inside."

The two stood in front of a mountain face. "It's a hologram. Reinforced by an energy shield. Anybody who comes here will think it's just a mountain."

"How do you think we ought to get inside?" Trance asked.

Fearless withdrew her batons and snapped out the energy lances on both. "We ask politely."

"Hmm, that might not be polite enough. Swords tend to intimidate people, and the ones who aren't intimidated think you're out for a fight."

Fearless simply prodded the holographic mountain with one of her baton blades. The force barrier simply pushed back against the baton blade, allowing it no purchase. Fearless pushed harder, testing the limits of the force barrier even as the barrier seemed to be testing her limits. She pressed the hidden button on the baton, extending the blade further. Finally, the barrier gave way, or rather entirely dissipated.

"Hey, lady, you might wanna watch where you're pointing that thing," a simultaneously gravelly and airy voice remarked from the other side of the mountain hologram. "Somebody might think you're happy to see them."

"Who are you?" Fearless asked.

"The guy who lives in this place. By the way, your girl's dying to see you."

A red-gloved hand reached out from the mountain hologram and pulled Fearless inside. Trance immediately sprang to follow, performing a barrel roll and coming up on one knee with his web-shooting arm extended. "Let her go."

"Relax, Spider-Man 2099, she's not in any danger," the red-gloved man, actually a red-and-black-costumed man, said. "And by the way, could the writer of this piece of crap be any more uncreative with your costume? Ripping off another Marvel future line, but then that's how we got CSA Spidey, so . . ."

"What are you talking about?" Trance asked, utterly baffled.

"That's just Deadpool being Deadpool," a rasping voice remarked. "Don't mind him." Trance, Fearless, and Deadpool turned to acknowledge the source of the voice, a man with black hair swept into points on either side of his head and dressed in a short-sleeved black-and-dull blue leather uniform. "Hey, kids. Name's Wolverine."

"Wolverine," Trance repeated. "You mean, like . . . the X-Man Wolverine? The Avenger Wolverine?"

"Long time ago, kid," Wolverine replied.

"Where's Arachne?" Fearless asked.

"Resting up," Wolverine answered. "We've been training her."

"For what?"

"Combat survival – stealth, close-quarters fighting, combat tactics, the works. She's actually pretty good."

"And she's going to be his new cute teenage girl sidekick!" Deadpool piped up.

"Wade? Do you want me to get Wirework?" Wolverine asked.

Deadpool just gave Wolverine a sidelong look that suggested he'd stick out his tongue if his mask wasn't on. Of course, the bulge in Deadpool's mask suggested he was trying, anyway. "Bring her on. I can take her. I took her ten different ways. . . ."

"Not something we really need to hear," Trance groaned.

"Who are you supposed to be?" Wolverine inquired.

"Trance. Call me Trance."

Wolverine scoffed. "You were really straining for a name, weren't you?"

"It's not my fault. Most of the good names are taken," Trance answered.

"Where is she?" Fearless asked.

"You want me to take you to her? I will," Wolverine answered. "Huh. Lovesick teenagers. Nothing like 'em."

"Whoo! Lesbotronic make-out!" Deadpool cheered.

"Will you _shut_ _the F#& up?_" Trance growled. "Goddamn, you're annoying!"

"You're even more annoying," Deadpool answered. "Guy in love with a girl who doesn't even respond sexually to males. How laudable. I mean, how _laughable._"

"You're a dick," Trance muttered.

"Yes, I have one, kid! Do you?"

"Come on," Wolverine grumbled. "Before somebody kills 'Pool."

Trance and Fearless followed Wolverine through the underground base of Excelsior's Vengeance, Deadpool tagging along and making random comments along the way. One of the more notable comments was, "You have a shape-shifting organism bonded to you, you can do some pretty funky stuff with it."

"Like . . ." Trance prompted, simultaneously curious and dreadful.

"Tentacle hentai!" Deadpool cheered.

Trance groaned. "I shouldn't have asked."

"You're right about that," Fearless sniped.

Another of Deadpool's scintillating remarks happened to be something along the lines of, "If you're the Girl Without Fear, does that mean you're not afraid of _anything?_"

"Literally, yes," Fearless replied. "Brain damage."

"So a fully functioning brain would know fear . . ." Deadpool mused. Then he regained his psychotically jubilant demeanor. "And that's why you and I would make a great pair if you weren't jailbait! We're both wrong in the head and thus completely immune to the debilitating effects of 'sanity!'"

Fearless wanted to put her head in her hands and possibly weep for her remaining sanity. Only sheer willpower stopped her from doing exactly that, keeping her guided on her course. Frankly, the only thing that made it worthwhile was that she was going to see Arachne again. Beside her, she could tell Trance was looking forward to the same thing, judging by the quickening of his heartbeat. Hers was quickening, too, so that was all well and good.

Deadpool didn't stop his insane chatter, though; he just kept going with the line, "Trance? _Trance?_ That's even more idiotic than that guy who named himself Grunge!"

"Will you please stop making fun of my name?" Trance asked. "I don't mind that you're named 'Deadpool.'"

"Hey, Deadpool is a badass name," Deadpool protested. "Besides, it has special meaning."

"Like what?"

"I'm not telling you that! You haven't earned it!"

"Really?" Trance's tone was a sarcastic drawl.

"I would, except then I'd have to light you on fire and leave you in a room with Miley Cyrus at maximum volume with surround-sound," Deadpool answered. "I'll do it, too; I roll like that."

"We're here," Wolverine cut in. "Come on, 'Pool. Let's leave the kids alone."

As Wolverine and Deadpool slipped away, Fearless knocked on the door. "Leave me alone, Deadpool . . . I'm not in the mood . . ." Arachne's voice murmured from the other side.

Fearless could have cried, she was so happy just hearing Arachne's voice. "It's not Deadpool."

The door opened, revealing an unmasked Arachne in a sleek black suit resembling Julia Carpenter's Omega Flight costume. Her face was as kittenishly cute and dainty as ever, but her jaw had a firmer set and her eyes were different. Not the unnatural coldness Fearless had seen when she was in the grip of the symbiote, but glinting like the blade of a restored sword. The glint turned into a brighter shine when she saw Fearless.

"Karin . . . ?"

"Audrey . . ." Fearless removed her mask and pulled Audrey into her arms, holding her tightly. "Don't ever do that to me again."

"I won't," Audrey whispered.

"Swear," Karin murmured, sounding like she was about to cry.

"I swear . . ." Audrey whispered, tears beginning to stream down her face. "I swear . . ."

Karin pulled back slightly to look at Audrey and kissed away her tears. "I love you."

"I love you, too."

Trance cleared his throat. ". . . I'm here, too."

"Troy?" Audrey asked. "Is that you?"

Trance willed his Other to recede from his head, exposing Troy's face to Audrey. "Well, as long as we're all going unmasked . . . hey, Audrey. Nice to see you again."

Audrey tackled Troy into a fierce hug, the strength and adhesive ability Troy derived from his Other being the only things keeping him from falling to the ground. "I guess you are happy to see me."

"You bet," Audrey replied. "How's Jenna?"

"She took you disappearing pretty hard," Troy answered sadly.

Audrey's face fell. "And let me guess, so did my family."

"Yeah," Troy confirmed ruefully.

"Don't sound so sad. You're not the one who ran out on them."

"Just promise me, when all this is over, you'll come back home," Troy murmured.

_

* * *

_

Now . . .

* * *

Avenger Spider-Man dodged a swipe of Callisto's finger-talons and swung his own at her. She grabbed him by his wrist and squeezed, which merely triggered Spider-Man's spinnerets, resulting in a spray of webbing to the lower half of her face. Undeterred, Callisto ripped her web-encrusted mask off, fully exposing her face, and swept her leg out to trip Spider-Man, who jumped over her leg and attempted to kick her. Unfortunately for him, she grabbed his ankle and used it as leverage for a throw that sent him flying out the window of Stark-Kurosaki Tower.

Spider-Man was not the only one in dire straits. Blitzkrieg was fighting the Peruvian woman, called Lightning, which turned out to be an all-too-appropriate appellation. The Latverian girl, Talda, was fighting Iron Man, who had discovered the hard way that her silver suit was really metal liquefied and reshaped into lightweight combat armor. The bandaged woman, Sylph, had wrapped Warbird in those same bandages, which turned out to be magical seals that restrained her power . . . and would do the same to anyone else wrapped in it. The braced girl, Saint Overture, was fighting Captain America hand-to-hand . . . and using her braces to deflect his shield.

Arcane was not taking this lightly. Manipulating quantum strings of chance and fate, Arcane telekinetically threw Sylph at a wall, although Sylph quietly dematerialized . . . and rematerialized behind Arcane. "Nice try," Sylph mocked. This simply got Sylph a nice quantum blade in her shoulder, courtesy of Arcane's knife-hand strike. Sylph grabbed Arcane's wrist and squeezed it hard until Arcane was almost ready to scream. Fortunately, she was saved by a well-timed interruption from the Hulk.

"Hulk smash squishy witch!"

Of course, even that turned out less than fruitful. While Arcane was free of Sylph's grip, Sylph herself had deflected the Hulk's attack with an energy shield that turned into a battering ram that knocked him outside Stark-Kurosaki Tower to join Spider-Man and Callisto. The former had saved himself with web-slinging, and the latter had swung after him. At that particular moment, though, they were both momentarily interrupted by the rapidly falling Hulk.

"Now where were we?" Sylph asked Arcane.

"What do you hope to gain by doing this?" Captain America asked Saint Overture.

"Freedom," Saint replied harshly.

"Freedom from what?" Captain America prompted.

"From the country whose flag you so proudly wear!" Saint snapped, swinging into a punch which Captain America caught. Undeterred, she kneed him in the stomach, but his grip on her fist remained strong. "You're bullies and you're proud of it. You happily boast about how you're the strongest civilian and super-powered military in the world and you display that strength at every opportunity by beating smaller, weaker nations into submission! You only need to look across the ocean from the tip of Florida to see what you have done to us!"

"If you've been wronged, it's not something I support," Captain America answered. "But this? Innocent people are going to die here."

"No one in this blood-soaked land is innocent. Least of all someone wearing its colors."

"Guilt by association. The perfect justifier of any mass genocide. What makes you any better than us, then?"

"My country has never been a victimizer. Now it's your turn to be the victimized, to taste the fruits of your wicked labors."

"I thought this vendetta of yours wasn't about countries. I thought you just had a mad-on for _men, period._"

"Our rage is directed at the oppressors, of which your country is the _worst!_"

"I see . . ." Captain America paused. "You're utterly incapable of seeing past your rage." He swung at her, which she blocked by crossing her braced arms, generating a photonic shield which not only absorbed the force of his blow, but even knocked him back as though it had struck him. He somersaulted in midflight, kicked off the wall he would have crashed into, and attacked Saint from another angle.

* * *

Meanwhile, in Denver, Excelsior's Vengeance had found their way to the wreckage of Thunderbolts Mountain, seeing bodies strewn everywhere. None of them had died peacefully, but Wolverine didn't feel sorry for them. They knew what they were doing, they knew how much damage they were doing, they knew how sick and corrupt they were. . . . This was justice, as far as he was concerned.

"Damn," Patriot remarked.

"A tragic and senseless waste of human life," Ravenclaw mused.

"Only a waste in that they actually lived as long as they did," Wolverine answered grimly.

"Yes, but this catastrophic carnage . . . whether it was justified or not, this was an act of vengeance," White Tiger observed.

"Sometimes vengeance is good for the soul," Deadpool remarked.

"And sometimes vengeance blackens the soul," White Tiger solemnly countered.

"Whatever," Wirework said. "We need to find those people before there're any _innocent_ casualties."

"We should see how the kids are doing on that front," Wolverine suggested.

* * *

In the metropolitan area of Denver, Arachne, Fearless, and Trance were battling the wardrones. Fearless' photonic baton blades sliced through the wardrones' chasses, only for those chasses to regenerate. Arachne webbed multiple wardrones together and tossed them, but they tore loose from the webbing and flew at her. Trance wielded symbiotic bladed tendrils against the wardrones, piercing and cutting through their chasses, only for them to regenerate and attack anew.

As if that wasn't bad enough, the wardrones were supplemented by a sonic cry that rattled and agonized all three teen superheroes, two because of their symbiotes and the third because of her senses. "_**That noise!**_" Trance roared in a dual-layered, inhuman voice. "_**Someone stop that noise!**_"

Fearless struggled to her feet, and lashed out with her chain-blade, managing to stop the sonic wail. Both Arachne and Trance managed to get up, and they and Fearless looked at their opponent, a slight girl in skintight blue-and-black with white-streaked pink hair. Beside her was a girl in lightning-accented dark blue with paler blue hair and a cloaked girl.

"What's this, the Amazon Brigade?" Trance sardonically wondered aloud.

The blue-haired girl dashed into an attack on Trance, only for Trance to block her strike and retaliate with a kick. The blue-haired girl blocked Trance's kick and half-flipped, half-swung into a kick to Trance's head, which Trance blocked with a kick of his own. The two twisted together, blocking and countering each other's strikes at superhuman speed.

The cloaked girl vanished, only to reappear behind Arachne and wrap her cloak around her. "What the –?"

_So . . . so dark . . . so cold . . . what is this place?_

"Arachne!" Fearless shouted. Before she could go after the cloaked girl, she felt a strange queasiness, like her internal organs were being shaken.

Cloak threw Arachne out of her cloak, the symbiote half-receded from her body and Arachne shivering and curled around herself. Fearless ran to her despite her queasiness, kneeling beside Arachne, who looked up at her almost blindly. "K-Karin . . ."

Just then, Cloak appeared behind Fearless, ready to swallow her into the darkness that awaited behind her cloak. Fearless' answer was to lash out with her photonic chain-blade, intending to cut Cloak apart for what she'd done to Arachne. Cloak merely turned immaterial, and reemerged behind Trance, about to swallow him when he grabbed Bluestreak and threw her at Cloak, causing Cloak to inadvertently swallow Bluestreak.

At that moment, Trance was crippled by agony running through his entire nervous system. It was like something was ripping him apart from within, cell by cell. "Who's doing this?"

"Her," Fearless answered, pointing at the pink-and-white-haired girl, Songbird, who had her mouth open as though singing.

* * *

In California, Force Works battled the Living Lightning woman, who was proving supremely hard to fight. Steel Spider's reflexes were nothing compared to the Living Lightning's speed. Lady Liberty's photonic shield shattered from a strike by the Living Lightning, who had transmogrified herself into a lightning bolt. Living Lightning reverted to human shape for a fierce right cross to She-Bomb's face, knocking her several scores of feet back. Jupiter and Blur attacked Living Lightning together, but her speed and strength far outstripped theirs.

"Who are you?" Jupiter asked.

"The Living Lightning," the lightning-forged woman replied, striking Jupiter with a blast of electricity. Jupiter blocked her assault with a shielding matrix of electromagnetic energy. At that moment, Blur attempted another attack on Living Lightning, only to be countered by another lightning strike from her. Steel Spider extended his mechanical legs as a ranged attack, but Living Lightning zapped him with her very self.

"Spider!" Lady Liberty shouted, dashing to his side.

"Lib . . . stay away . . ." Steel Spider warned.

That was all he could say before his body suddenly sprang to his feet and punched Lady Liberty. "What are you doing?" she asked.

"It's not me . . ." Steel Spider answered, even as his body continued to attack Lady Liberty. "She's . . . she's in my suit's computers . . ."

"Then we'll beat her out," She-Bomb declared, kicking Steel Spider in the chest with enough force to send him crashing into a car. Steel Spider flipped out of the car's wreckage and swung up on a pair of web-lines into a kick that She-Bomb blocked. That did not stop Steel Spider, who simply twisted to kick her in the head, only for her to duck under his leg. Steel Spider flipped into the air and came down in a fast punch that She-Bomb blocked by grabbing his wrist and throwing him. Steel Spider fired a web at a nearby streetlamp and swung on it, coming back at She-Bomb from another angle.

Blur sped into an attack on Steel Spider, who dodged and blocked all of his punches with reflex action that went beyond even the suit's capabilities. Blur kept attacking, anyway, as the kind of over-clocking Living Lightning was forcing upon the suit's systems would ultimately burn Steel Spider out and thus he only needed to outlast the other man. Of course, he mused to himself almost immediately after that particular thought, what was to stop Living Lightning from simply exiting Steel Spider's suit once he'd expired and continuing the attack?

Suddenly, Steel Spider was engulfed in an electromagnetic matrix that seemed to be pulling something out of him. The matrix was blue, and the something that it was pulling out was a distinctly green energy. "Jupiter . . ." he groaned in realization, as the matrix pulled at the green energy, which began to take a distinctly humanoid shape. The shape struggled within the matrix, attempting to retreat inside Steel Spider's armor, but the matrix made that increasingly impossible. Finally, with a flash of bright light, Steel Spider fell to the ground, and the matrix claimed its prisoner.

"What did you do?" he asked.

"Equal and opposite charge," Jupiter replied. "Basic principle of electrodynamics, remember?"

"Yeah, there's just one problem with that," Steel Spider remarked.

"What?" Jupiter asked.

"I can't move. I think she burned out the motor controls of the suit."

She-Bomb grabbed Steel Spider and lifted him up by his head. "That better?"

"Uh, yeah. Now if I could move independently . . ."

Lady Liberty looked at She-Bomb and Steel Spider. "She-Bomb, get Spider out of here. The rest of us will take care of things here."

"Sure, Lady. Come on, Spider. Time for us to go." She-Bomb sprinted like a madwoman, carrying Steel Spider over her shoulder.

"I would say this is humiliating, but I don't even have the energy to feel humiliated," Steel Spider remarked.

"I'm saving your life, jackass," She-Bomb retorted.

"And I'm very thankful for that."

"Good."

* * *

In Washington, D.C., the president's limo was suddenly halted by a warp in the air in front of it. Out of that warp stepped four women, one of them Cuayin and the other three being Lesedi, Nthanda, and Atieno. Atieno extended her hand and shadowy energy flowed from it, forming a barricade around them and the president's limo. Of course, that shadow barricade also claimed some of the Secret Service motorcade, including the PMD division.

"Hello, Mr. President," Cuayin greeted. "Do you mind coming out of that limousine? I would like to speak to you."

* * *

End Notes: Well, here's a pretty good cliffhanger on which to end this chapter. Will the president survive? Will the world survive? Will our heroes, designated or not, come out of this all right? Who will stand triumphant, if there is to be a winner in this mad scramble of super-powered warfare? For the answers to those questions and others, you will just have to wait for the next and final chapter in this volume. In the meantime, thank you very much for reading and please remember to review.


	12. A Thousand Phantom Lilies

"Marvel: Tomorrow MAX"

Chapter 12: "A Thousand Phantom Lilies"

Disclaimer: The universe depicted here is my vision of the future of the universe depicted in comics published by Marvel Comics. While Marvel Comics owns the overall setting, many of the characters are my creation. Regardless, I make no monetary profit whatsoever from this story, as I am not licensed by Marvel Comics to write it.

Author's note: It's been almost a year-and-a-half since I started this series, and now I'm about to close its third volume. Knockdown, drag-out fights will be seen in this chapter, confrontations will be had, and resolutions may or may not be made. In any event, it's gonna be a wild ride, and I hope those of you who've stuck with me so far will be able to hang on. Let's ride.

* * *

Spider-Man and Callisto fought while standing on the side of a skyscraper. If they hadn't had their wall-crawling abilities, they would have been in danger of falling to their deaths; in any case, their powers enabled them to treat the skyscraper's façade as a flat surface on which they could stand and fight. Callisto flipped over Spider-Man's head and landed behind him in a crouch, only for Spider-Man to whirl into a kick, which she flipped back to evade. Spider-Man fired twin web-lines at Callisto, only for Callisto to let both webs adhere to her palms, the better to yank Spider-Man to her.

Spider-Man let Callisto pull him, the better to kick her in the chest. Callisto fell back against the skyscraper façade, but sprang to her feet, ready to continue the fight. The glint in her eyes was the smirk that her lips would not form and he found out why a second later as he was suddenly _thrown_ off the skyscraper by some kind of magnetic force. He shot a web-line to save himself, only for Callisto to slice it with her talons. As he fell, he spun a web-parachute for himself, allowing him to evade the worst of the fall.

Talda and Iron Man continued to fight, Iron Man sticking to ranged attacks and Talda evading them. Talda was also using ranged attacks, extending the metal of her suit into whip-like tendrils with which she lashed at Iron Man. Iron Man dodged her lashes and fired his repulsors at her, only for her to slice through his blasts with her tendrils and grab his arm with one of them. Iron Man activated the magnetic clamps in his boot soles to keep himself grounded, and despite Talda's best efforts, she was the one who ended up pulled. Unfortunately for Iron Man, she used that to launch herself into a kick that actually succeeded in knocking Iron Man out the window.

As she jumped after him, Iron Man fired a massive Unibeam blast combined with his repulsors, knocking her down as he reoriented himself. Talda landed on the ground, her armor scratched and tarnished, but otherwise intact. She immediately retaliated with a lash of her tendrils, which Iron Man proceeded to grab and use as leverage for a throw. Talda twisted in midair, kicked off a skyscraper façade, and lunged at Iron Man, only for Iron Man to sidestep her attack.

Blitzkrieg and Lightning raced around the city, clashing at high speed. They moved so fast that they were invisible to human sight as anything other than colliding blurs, and even those eventually faded into seeming invisibility. Now the only way for humans to detect their presence was by the sonic booms that resulted from their blows meeting each other. Occasional flashes of violent light also helped alert normal humans to their presence.

Captain America continued fighting Saint, much to his frustrated sadness. He did feel empathy for her plight and the wrongs that had been committed against so many people around the world by the government he quasi-reluctantly served. But there _had_ to be a better way to redress those grievances than just marching into a city and trying to destroy everything!

The other Avengers had their hands full with Sylph, who was only rivaled in mystical – or quasi-mystical – power by Arcane. Hulk and Warbird had raw strength and tactical prowess to work with, and Sting . . . well, there had to be something a woman with the power to shrink to insect-like sizes could do. Despite all their abilities, Sylph was easily getting the better of them, using her bandages to seal off their powers while pummeling them with spells derived from those same bandages.

"How do we beat her?" Hulk asked, getting frustrated.

"We leave her to me," Arcane replied.

"You?" Warbird asked.

"I'm the only one with a chance of beating her," Arcane stated simply.

"Give it a whirl, then," Sting said. "We'll back you up."

"Thanks," Arcane responded.

Sylph stretched her bandages to wrap around Arcane, but Arcane generated a quantum blade around her hand and used it to slice apart the bandages. To her surprise, Sylph merely let out an amused chuckle. "What the hell's so funny?" Hulk asked.

"The bandages weren't just seals on your power . . ." Sylph replied. "They were seals on mine, too."

Arcane gulped, and her last thought was a simple, _I f#& up._ Then there was nothing but white in her vision, and then there was nothing but black in that same vision.

* * *

In Washington, D.C., President Nathaniel Cooper stepped out of his limo, despite the best efforts of his security detail to dissuade him, and looked at Cuayin and her entourage. "What do you want?" he asked evenly.

"What do I want?" Cuayin echoed sardonically. "That's a lovely question. A very lovely question to ask me, because what I want, what you want, what someone else wants . . . well, that's the very crux of everything that happens in this universe. 'What do you want?' My answer is a world without oppression, a world defined by something more than just the endless struggles of self-important men for the power they feel is their birthright. What is your answer, Mr. President?"

"That's something we all want," President Cooper replied. "We all want a peaceful world."

Cuayin laughed derisively. "Don't lie, Mr. President. If you wanted peace, you wouldn't categorize people solely in terms of who's a threat to your precious hegemony and who isn't. You wouldn't act on those categorizations by making people choose between selling their souls to your administration and being locked up for the rest of their natural lives and stripped of their talents. You wouldn't be in the process of crushing every single pocket of resistance that emerged against your policies. Those are not the actions of someone who wants peace; those are the actions of someone who wants power."

President Cooper's fists clenched. "You're a hypocrite. Murdering your way across the world, butchering everyone whose way of living disagrees with the way you want to see things done. You think you're better than me? In principle and practice, we've done the exact same things to ensure our goals."

Cuayin threw her arm out, generating a quantum blade from her arm. "You will be silent . . ." She sped toward President Cooper, intending to kill him in one blow, only for her charge to be blocked by Madeline Crichton, the dhampir speedster known as Spitfire.

"No. _You_ will be silent," Spitfire retorted.

"How do you work for this man?" Cuayin asked heatedly. "How can you be part of this, when it is men like him that have the world's most vulnerable in a stranglehold of greed and violence?!"

"No one's saying we're perfect," Spitfire answered. "But the President had a point. For someone who goes on about peace and justice, you're just as much of a butcher as you claim the men you hate are."

At that moment, Lesedi and Nthanda went after the other members of the Special Secret Service. Citizen V, the latest representative of the V-Battalion, dodged Lesedi's light blasts and threw V-shuriken at her, which were deflected by her light shield. The Colonel, yet another beneficiary of the super-soldier serum, blocked Nthanda's plasma blasts with his dual-bladed plasma staff. Nighthawk, a black-armored man with a hawk-like helmet, attacked Atieno, attempting to dissipate her shadow barrier by doing so. Atieno's answer was to project another blast of shadow to keep him at bay.

* * *

Spider-Man looked at the destruction of Stark-Kurosaki Tower and screamed, "_NO!!_" Forgetting Callisto, he web-swung and roof-vaulted as fast as he could to the site of the explosion, hoping against hope that his fellow Avengers were still alive.

A similar reaction was had by Iron Man, who was a little more coherent in his horror and desperation. "_Bobby!!_" He took off at roughly transonic speed, flying to the site where Stark-Kurosaki Tower had once stood. Below him, Blitzkrieg was running at roughly the same speed and toward the same destination.

When they got there, the rubble seemed to have formed into a hill. "My God . . ." Blitzkrieg murmured.

The rubble began to shift, as though something was moving underneath it. Indeed, something was moving beneath the rubble, namely a 40-foot Sting, who had used her size to shelter the other Avengers and even the Redeemers. Spider-Man darted beneath her to check out the situation, noticing Warbird cradling Captain America, with Saint looking almost sad.

"Is he . . . ?" Spider-Man trailed off, unwilling to speak his fear.

"Not quite," Warbird replied solemnly.

"How did this happen?"

"It's my fault," Arcane answered. "I destroyed the seals on her power, and she went nuclear."

"What about everyone else?"

"We couldn't save everyone."

"Damn . . ." Spider-Man muttered.

"I . . . I can heal him," Sylph offered.

"What are you doing?" Saint asked.

"Repairing the damage I've caused," Sylph replied. "I can't bring back the dead, but I can keep any more people from ending up dead."

"He's our enemy!" Saint protested.

"And maybe we need to take a closer look at who our enemies are. These are merely foot soldiers, pawns being used in a larger gambit."

"_Can you really heal him?"_ Iron Man asked. _"__Or are you just pulling our chains for your sick amusement?__"_

Sylph glared at Iron Man. "I am many things, but a sadist is not one of them." She turned to Warbird. "Give the Captain to me."

With much hesitance, reluctance, and misgiving, Warbird surrendered Captain America to Sylph, who concentrated her aura into him. As she did, wounds began to appear on her body, remarkably similar to the ones that were once on Captain America's body. When it was over, Sylph coughed up a small amount of blood, while Captain America began to stir.

"Cap . . . are you . . . ?" Hulk asked.

"Yeah," Captain America replied. He looked at Sylph. "I suppose I have you to thank for my continued well-being."

"Don't think anything of it," Sylph answered. "Your Avengers were more generous than would merit an opponent of theirs."

"That's what we try to do," Captain America said. "Because I believe that, powers or no powers . . . we're all human. Just human, deep down."

* * *

Callisto watched the scene, feeling something tearing at her heart. Sylph had risked her life to save Captain America, even knowing what taking on his injuries would do to her. The Avengers had risked themselves to save the Redeemers, even when the Redeemers were invaders intent on . . . intent on . . . Callisto couldn't even voice it, even in her own head. Not to mention the fact that there had been innocent people in that tower, and even Arcane's powers hadn't been enough to save them all.

"What . . . have I been doing?"

"May!" a voice shouted. "May!"

For some reason, the sound of the voice compelled her to turn around. When she did, she found two men in black, one tall and imposing with long brown hair sticking out of his mask and the other smaller and leaner with a large white spider on his chest, moving toward her. The tall and imposing one was bounding across rooftops, and the spider-branded one was swinging on web-lines, much like what she could do.

"May!" The voice sounded simultaneously tortured and overjoyed.

"My name is Callisto," she answered.

The spider-branded one landed before her and pulled off his mask, revealing a handsome brown-haired man who looked to be in his late twenties or early thirties at most, but whose eyes bespoke of many long years of sorrow. "May . . . it's your father."

"My father?" Callisto echoed.

"Yes," he confirmed. "I'm Peter. Peter Parker. And you're May Parker. Or, you would have been, if I'd had the chance to keep you, to hold you in my arms, to raise you right . . ."

Callisto looked at Peter searchingly, even as the tall and imposing one landed before them. Unlike Peter, he didn't remove his mask, merely watching the tableau between the spider-branded one and Callisto. Finally, he began to speak. "What Peter says is the truth. I know because . . . in a sense, I was him."

"Who are you?" Callisto asked.

"You can call me Kaine," the man replied.

"He's like my brother," Peter quipped. "Only taller, more scarred, and way more homicidal than me."

Callisto looked at Peter and Kaine. "This . . . this doesn't make any sense."

"It doesn't have to make sense right now," Peter answered, gently pulling Callisto into a hug. "You're my daughter, May, and everything is going to be ok."

"I don't understand," Callisto murmured. "You don't even know me."

"We'll have time for that later," Peter whispered. "Right now, I just want to savor this moment."

Unfortunately, they would not be able to do so. The spider-senses of all three triggered, Kaine's with a painful vision of May and Peter being gunned down. At that moment, a small platoon of the War Machine Guard, an armor-using private military company owned by Masato Kurosaki, emerged. The leader of the outfit wore black-and-silver Iron Man-like armor, while the grunts wore simpler harness-like exoskeletons underneath their severe black uniforms and stylized gasmasks.

"_You're under arrest,__"_ War Machine declared. _"__All three of you.__"_

Callisto pulled out of Peter's embrace, while Peter donned his mask once again. Stingers popped out of Peter's wrists, while Callisto extended the talons beneath her nails. Kaine extended his claws as well. "Just try it," Callisto snarled.

"_If you insist, pretty lady,"_ War Machine sneered. He directed his next words to his troops. _"__Take them down.__"_

Kaine didn't wait for them to make the first move, leaping over Peter's and Callisto's heads and slashing at the first War Machine Guard to attempt an attack. Peter impaled two War Machine Guards attempting to attack him from opposite sides with his stingers. Callisto shot her hand through a War Machine Guard's mask, talons extended for additional damage.

War Machine locked his targeting computers on Callisto, pointing a repulsor at her back. _"__Good-bye, Spider-bitch.__"_

* * *

Back in Washington, D.C., the battle waged between Cuayin's Redeemers and the Special Secret Service. Cuayin shifted her personal time-path out of phase with the timestream, leaving Spitfire virtually standing still in her eyes and thus unable to even _see_ Cuayin's attacks despite her own physical acceleration. Nighthawk and Atieno were fighting it out, Atieno generating shadow barriers to block Nighthawk's attacks and even using them as rams to knock him off-balance. The Colonel clashed swords with Nthanda, her plasma-molded blade pushing against his dual-bladed plasma staff, and Citizen V used a combination of acrobatics and V-shuriken to distract Lesedi.

Leaving behind a seemingly beaten Spitfire, Cuayin charged President Cooper, intending to kill him in one shot. To her surprise, a young man, an X-Man by his uniform, blocked her attack. "Who . . . ?"

"Hi," Synergy greeted, just before kicking her in the stomach. Cuayin sprang to her feet and attempted to telekinetically repel him, only for Synergy to generate a telekinetic shield that blocked her initial attack. Not one to give up, Cuayin shaped her power into hovering knives and propelled them all at Synergy, who deflected them with his bare hands, albeit bare hands wrapped in TK sheaths. It still took him by surprise – slightly – when Cuayin speed-blitzed him, striking him down.

She turned her attentions toward President Cooper once again, extending a TK spear to kill him. The spear was bodily blocked by a tall, well-muscled redheaded girl, also an X-Man if judged by her uniform. The spear had pierced her between her shoulder and her chest, but she didn't seem to be that greatly harmed. Still, the blue-haired speedster X-Man Impetus took enough offense to Fairbrook's injury to attempt a hyper-speed attack on Cuayin. The would-be messiah answered his assault with a telekinetic ram that beat him to the ground.

A torrent of sand suddenly crashed into the shadow-shielded battle arena. The sand attacked Atieno, Lesedi, and Nthanda, who all attempted to retaliate against it in their own ways. The sand was momentarily parted by their attacks, but resurged with a vengeance. Its real purpose was not to attack, but rather to obscure, to camouflage, as the Redeemers found when those not necessarily impeded by lack of vision – such as X-23 – began attacking them.

With a wrathful scream, Cuayin fused the sand attack into glass and then shattered it with a brutal TK-enhanced punch, telekinetically manipulating the shards into knives that flew at all her opponents, which were namely the X-Men and the Special Secret Service. Synergy and Daybreak blocked the shards with their own telekinetic abilities, inherent or duplicated, while X-23, Impetus, and Fairbrook dodged. The Colonel spun his dual-bladed plasma staff so fast the whirling blades formed a shield that deflected the shards, while Nighthawk's armor largely protected him, and Spitfire and Citizen V used raw speed and good old-fashioned acrobatics, respectively, to evade.

X-23 launched into a jump kick with both foot claws extended, intending to skewer Cuayin. Unfortunately for her, a light barrier formed between X-23 and Cuayin, generated by Lesedi, who used the barrier as a repellant for X-23. X-23 flipped in midair and used Fairbrook's hands as a springboard for a surprise attack on Cuayin which would have hit if Nthanda hadn't chosen to throw herself on X-23's claws.

"Nthanda!" Atieno shouted, immediately extending a shadow spear toward X-23 with lethal intent behind it. X-23 dodged, pulling her claws out of Nthanda as she did so. That didn't stop Atieno from extending more shadow spears, these acting like tentacles that grasped at X-23, who dodged them in an insane display of acrobatics that would have put the best human gymnasts to shame. So focused Atieno was on killing X-23 for the wound X-23 had dealt to her fellow Redeemer that she didn't notice Fairbrook darting behind her to deliver a knockout punch until . . . Lesedi generated a light shield behind her, blocking Fairbrook's punch.

Immediately, Atieno whirled and turned several of her shadow spears on Fairbrook, who barely evaded being skewered. Impetus sped into an attack on Atieno to defend Fairbrook, dodging her shadow spears until he was close enough to just hit her. Despite that, Lesedi generated another light shield to protect Atieno, one that also forcibly repelled him from her. Impetus skidded on the balls of his feet and foremost hand before regaining his balance and hyper-rushing into another attack.

"This fight is fruitless," Daybreak stated, her voice low and soft but somehow absolutely clear.

"You're wrong," Cuayin responded. "This fight is not fruitless. This fight will be the salvation of this world, its deliverance from the evil ones that have ravaged it through their lust for power and violence, who have violated, defiled, and brutalized every innocent soul in it."

"And what are _you_ doing?" Daybreak inquired offhandedly.

"I'm _saving this world!_" Cuayin shouted. "Look at everyone I've gathered to me! We are all cursed to be alone, to be feared, to be hunted and hated and exploited and murdered so long as these evil men that you are defending retain power! That is our lot unless we _take_ their power from them, _show_ them that what they think is power is _nothing_ compared to the true power of justice!"

Daybreak chuckled softly, a small titter that grew into a full-blown belly laugh, as though she had just understood the punch line behind an obscure joke. When she calmed down, it was with one corner of her mouth curled up in a knowing smirk. "Really? That's it? Oh, well. Not like I expected much from a child in a woman's body."

"I will not be mocked or judged by you!" Cuayin yelled, generating a bladed TK sheath around her arm and blitzing Daybreak, who blocked her attack with a telekinetic blade of her own.

"I've figured you out," Daybreak spoke calmly. "You're a child, a lost little orphan looking for a rhyme or reason to her existence and screaming into the darkness."

"Be silent!" Cuayin snarled, pushing against Daybreak's TK blade.

"I'm not done yet. You think you've caused all that carnage in the name of justice. You haven't. You've caused it in the name of your own revenge on a world that you feel brought you into existence for the sole purpose of being a weapon and you've deluded yourself and all those women into thinking you're some kind of messiah. You aren't. You're just an angry, ignorant child lashing out at a world you've never quite understood."

"Blasphemer!"

"Oh, so you think you're a god now, too?"

Cuayin looked like she was about to break down, but then she regained her composure. "Even if I am as selfish and childish as you seem to take me to be, I'm still going to make a better world. A paradise, a place where women and children can be safe from the exploitations and dominance of men, where we won't need to hide or be afraid!"

Daybreak shook her head sadly. "You poor, deluded girl. Say you win. What are you going to do, then?"

"The world will be a paradise."

"No, I mean, what will you do when people become unhappy with the way you do things? When they begin to dissent? Will you still be the benevolent dictator you want to be?"

"Yes! I'm not doing this because I want power! I'm doing this because _I want to save this world!_"

"That's what everyone says."

Unable to take anymore, Cuayin telekinetically blasted Daybreak into the other side of the shadow barrier. However, Daybreak's words had done their work; Cuayin stood frozen in place, shivering in what seemed to be mortal terror. For the first time in probably her entire life, she knew doubt. She knew, beyond a cold certainty, what the world had become under the stewardship of its rulers. She had seen, through the eyes of the powerless and the helpless, how tightly the rulers squeezed their iron fists.

_But would I be any better?_

"What did you do?" Impetus asked Daybreak, while helping her to her feet.

"Nothing a skilled analyst of human behavior wouldn't be able to do," Daybreak replied. "And she _is_ human, no matter how much she would like to pretend she is more enlightened than that."

"Just . . . let me . . . do one thing first," Cuayin whispered.

"And that would be?" X-23 prompted dangerously. To her senses, Cuayin was preparing to do _something,_ albeit the nature of which was unknown to her. She got her answer when space seemed to warp around Cuayin and suck her in; when it reverted to normal, she was gone.

"Where did she go?" Sandstorm asked.

"She went to save a life," Synergy answered.

* * *

Back in New York City, War Machine never got the chance to shoot Callisto, because when he fired . . . Cuayin was on the other end of the repulsor blast, taking its full force. The blast, though, prompted the attentions of the three Spiders – Peter, Kaine, and Callisto – to check it out. Callisto's eyes widened with horror, shock, and anguish as she saw Cuayin, her liberator, teacher, and guardian, fall after taking the high-powered repulsor beam.

War Machine stared at the fallen woman. While his artificially modulated voice would "naturally" betray little emotion, it was very hard to avoid the impression that he had _absolutely no remorse_ about what he had done. _"__I wanted the Spider. But nailing the world's most powerful posthuman terrorist since Magneto is a nice consolation prize.__"_

"_Bastard!_" Callisto screamed, lunging at War Machine despite Peter's and Kaine's near-simultaneous protests and warnings, talons extended for the kill. War Machine launched multiple seeker missiles at Callisto, who dodged them with inhuman speed despite the fact that they were locked directly on her heat signature. After a while of dodging, she ran straight at War Machine, who realized what she intended to do and simply shot another repulsor blast at her. It hit her, along with the missiles, but when the smoke from the missiles' detonations faded, she was . . .

"I'll be damned," Kaine remarked.

Callisto was without a single scratch, due chiefly to the force shield that Cuayin had been just conscious enough to generate around her. She looked at Cuayin with tears of gratitude and sadness in her eyes, Cuayin returning the eye contact and even smiling gently at her. "My dear girl . . ."

"Thank you," Peter whispered.

"_Let's see if you can stop this,__"_ War Machine sneered, firing a repulsor blast at Cuayin's head, only for it to be absorbed by a force field generated around Cuayin's wounded body. The force field also reflected the repulsor blast, albeit with Cuayin's own considerable power added to it, thus severely wounding War Machine and partially disabling his armor's functionality.

Callisto moved to Cuayin's side immediately. "Cuayin . . . is it over?"

"Not for us, dear girl," Cuayin answered. "Not just yet . . ."

* * *

One week later, Bobby Stephens was resting in his bed, watching the news on his television set. _"While there was considerable collateral damage in the form of civilian casualties and damaged or destroyed property, the former was far lesser than the latter,"_ the news anchor reported. _"Many of the civilian survivors report being rescued in the heat of the conflict between the invading posthumans and the Avengers by costumed posthumans unidentifiable as being registered with the Initiative. President Nathaniel Cooper had this to say at his press conference three days ago."_

The screen cut to an image of President Cooper speaking in his press chamber. _"I came to realize something those few days ago. There is justice and there is injustice, and sometimes one can masquerade as the other. The invaders believed that what they were doing was just, yet it led to undue suffering on the part of innocent people. At the same time, many within my government, myself included, believed that what we were doing was just, yet I came to understand that that not every lawbreaker is a villain and not every law enforcer is a hero. The law is nothing without the spirit of justice behind it, and we must never assume that they are automatically linked. . . ."_

"Hi, Bobby," Cara greeted from the door.

"Mind if we come in?" Toshiro asked, standing beside Cara.

"Come in," Bobby answered.

Toshiro and Cara entered the room, taking up a perch on either side of Bobby. "Penny for your thoughts?" Cara asked.

"I keep thinking, we're not so different," Bobby mused. "All of us, in one way or another, were trying to do what we felt was the right thing. The Redeemers had a right to seek justice after what was done to them, the hells that were made of their lives."

"But innocent people got caught in the crossfire," Toshiro interjected. "That's not right."

"No, but would they have been caught in the crossfire if we didn't have such an aggressive attitude toward regulating people with powers?" Bobby wondered. "If we weren't treating anyone who wouldn't sign the dotted line like they were Public Enemy Number One?"

"We're all human, in the end," Cara mused. "And in the end, we'll all have to answer to the same god. Or gods, depending on your particular take."

"Maybe things will change," Toshiro remarked. "Those unlicensed heroes we're so hard on? They were saving lives."

"Yeah," Bobby mumbled. "Like we should be doing. Like all of us who have any power in this world should be doing." It rather surprised him when Toshiro suddenly hugged him, quickly followed by Cara embracing them both. "What are you doing?"

"Just . . . reminding you we care," Cara replied.

"Thanks," Bobby said.

* * *

Arachne had finally come back to New York City, web-swinging toward her house. She was going to come clean to her parents and sister, tell them everything. If they hated her, if they were scared of her, it was just something she would have to deal with. They deserved better from her than to live without knowing what had become of her. As she approached her house, she couldn't help but get the feeling something was terribly wrong.

She landed on the roof and crawled down to the door, flipping onto the ground. She rang the doorbell, but there was no answer. She rang again, but there was still no response. She rang one more time, but there was yet to be any kind of reaction. She placed her hand on the doorknob and twisted, surprised to find the knob giving way without any application of her super-strength. She stepped inside, her symbiote shifting into a shoulder-less black shirt and black slacks with torn knees. Flipping on the light, she got an unpleasant surprise.

The furniture was in various states of disrepair and upheaval, as though there had been a struggle or someone had just trashed everything for the fun of it. Painted onto the walls, in a deep red shade resembling freshly spilled blood, was a message: "WE KNOW WHO YOU ARE, SPIDER-C#&."

Audrey Hopkins could do nothing except scream.

**To be continued . . .**

* * *

End Notes: There you have it. It's the end of Marvel: Tomorrow MAX, the third volume in the Marvel: Tomorrow series. It's been a long road to this point, and I'm happy you stuck with me through it. Now I'm going to ask you to stick with me a little longer and a little further, as I take us all on a headlong screaming ride deeper into the future. Who knows Arachne's identity and what will become of her family? What has become of Cuayin, Callisto, Peter Parker, Kaine, and the other heroes introduced or reintroduced in this chapter? What legacies will rise from the ashes of the heroes of yesteryear? What new threats will arise to challenge the heroes of the Tomorrow 'Verse? For the answers to all of those questions, hold on for . . .

**Marvel: Tomorrow Ultimatum**

Goodbye for now, everyone.


End file.
